Form 8-K

8-K — Fortive Corp

Accession: 0001104659-26-061244

Filed: 2026-05-14

Period: 2026-05-12

CIK: 0001659166

SIC: 3823 (INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2614559d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2614559d1_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2614559d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2614559d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2614559d1_ex5-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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2026-05-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

May 12, 2026

Fortive

Corporation

(Exact Name

of Registrant as Specified in Its Charter)

Delaware

(State of Other Jurisdiction of Incorporation)

001-37654

47-5654583

(Commission File Number)

(IRS Employer Identification No.)

6920 Seaway Blvd

98203

Everett, WA

(Zip code)

(Address of principal executive offices)

(425) 446-5000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $.01 per share

FTV

New York Stock Exchange

3.700% Notes due 2029

FTV29

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On May 14, 2026, Fortive Corporation, a Delaware corporation (the “Company”),

completed an underwritten offering (the “Offering”) of $600 million aggregate principal amount of its 4.750% Notes due 2031

(the “2031 notes”) and $500 million aggregate principal amount of its 5.250% Notes due 2036 (the “2036 notes”

and, together with the 2031 notes, the “notes”). The Company intends to use the net proceeds of the Offering to refinance

certain indebtedness, including the repayment at maturity of its 3.150% senior notes due June 15, 2026 (plus accrued and unpaid interest

thereon), to pay related fees and expenses and for general corporate purposes.

The notes were issued pursuant to an Indenture, dated May 14, 2026

(the “Base Indenture”), between the Company and Truist Bank, as trustee (the “Trustee”), as supplemented by the

Supplemental Indenture No. 1, dated May 14, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the

“Indenture”), between the Company and the Trustee.

The 2031 notes bear interest at 4.750% per annum and mature on May

15, 2031, and the 2036 notes bear interest at 5.250% per annum and mature on May 15, 2036. Interest on the notes will be paid semi-annually

in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The notes are the Company’s general unsecured

obligations which rank equally in right of payment with all of the Company’s existing and any future unsecured and unsubordinated

indebtedness and are not guaranteed.

The 2031 notes will be redeemable, at the Company’s option, in

whole or in part, (a) at any time prior to April 15, 2031 (the date that is one month prior to the scheduled maturity date), at the applicable

“make-whole” price specified in the Supplemental Indenture, and (b) at any time on or after April 15, 2031 at par. The 2036

notes will be redeemable, at the Company’s option, in whole or in part, (a) at any time prior to February 15, 2036 (the date that

is three months prior to the scheduled maturity date), at the applicable “make-whole” price specified in the Supplemental

Indenture and (b) at any time on or after February 15, 2036 at par.

The Indenture contains certain covenants that, among other things,

limit the ability of the Company, subject to exceptions, to incur secured indebtedness, to enter into sale and leaseback transactions

and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, if a change of control triggering

event (meaning both a change of control and a rating event) occurs, the Company must offer to repurchase the notes from each holder at

a purchase price equal to 101% of the aggregate principal amount of the notes being repurchased, plus accrued and unpaid interest to,

but not including, the repurchase date. These covenants are subject to a number of important exceptions and qualifications. The Indenture

also provides for customary events of default which, if any occurs, would permit or require the principal of and accrued interest on the

notes to become or to be declared due and payable.

The foregoing description of the Indenture and the notes does not purport

to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Base Indenture and the Supplemental

Indenture (including the forms of notes contained therein), copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively,

and are incorporated by reference herein.

The Offering was made pursuant to an effective shelf registration statement

on Form S-3 (File No. 333-272489) filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2023, which included

a prospectus dated the date thereof. A prospectus supplement, dated May 12, 2026, relating to the notes and supplementing the prospectus

was filed with the SEC pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference

insofar as it relates to the creation of a direct financial obligation.

Item 8.01 Other Events.

In connection with the Offering, the Company entered into an underwriting

agreement, dated May 12, 2026 (the “Underwriting Agreement”), with Morgan Stanley & Co LLC, Barclays Capital Inc., J.P.

Morgan Securities LLC and Scotia Capital (USA) Inc., as managers of the several underwriters listed in Schedule II thereto. The Underwriting

Agreement contains customary representations, warranties, covenants and other obligations of the parties. Additionally, the Company has

agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to

payments the Underwriters may be required to make because of any of those liabilities.

The foregoing description of the Underwriting Agreement does not purport

to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Underwriting Agreement, a copy of

which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Description

1.1

Underwriting Agreement, dated May 12, 2026, among Fortive Corporation, Morgan Stanley & Co LLC, Barclays Capital Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc, as managers of the several underwriters named on Schedule II thereto.

4.1

Indenture, dated May 14, 2026, between Fortive Corporation, as issuer, and Truist Bank, as trustee.

4.2

Supplemental Indenture No. 1, dated, May 14, 2026, between Fortive Corporation, as issuer, and Truist Bank, as trustee.

4.3

Form of Global Note representing the 4.750% Notes due 2031 (included in Exhibit 4.2).

4.4

Form of Global Note representing the 5.250% Notes due 2036 (included in Exhibit 4.2).

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FORTIVE CORPORATION

By:

/s/ Daniel B. Kim

Name: Daniel B. Kim

Title: Vice President, Associate General Counsel and Secretary

Date: May 14, 2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2614559d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

EXECUTION

VERSION

FORTIVE CORPORATION

$600,000,000

4.750% SENIOR NOTES DUE 2031

$500,000,000

5.250% SENIOR NOTES DUE 2036

UNDERWRITING AGREEMENT

May 12, 2026

To the Managers named in Schedule I hereto

for the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

Fortive Corporation, a Delaware corporation (the

“Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”),

for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I

hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”)

between the Company and the trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II

hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers”

as used herein shall each be deemed to refer to such firm or firms.

The Company has filed with the Securities and Exchange

Commission (the “Commission”) a registration statement, including a prospectus (the file number of which is set forth

in Schedule I hereto), on Form S-3, relating to securities (the “Shelf Securities”), including the Securities,

to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information

(if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under

the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration

Statement,” and the related prospectus covering the Shelf Securities dated June 7, 2023 in the form first used to confirm

sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant

to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus,

as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities

(or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under

the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus”

means any preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning

set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the documents set forth opposite

the caption “Time of Sale Prospectus” in Schedule I hereto, and “broadly available road show” means a “bona

fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without

restriction to any person. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary

prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated

by reference therein on the date hereof. The terms “supplement,” “amendment,” and “amend”

as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus

or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.

1.             Representations

and Warranties. The Company represents and warrants to and agrees with each of the Underwriters that:

(a)             The

Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and

no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. If the Registration

Statement is an automatic shelf registration statement as defined in Rule 405 under the Securities Act, the Company is a well-known

seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf

registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as

an automatic shelf registration statement.

(b)             (i) Each

document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the

Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations

of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and

each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement

as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply, and

as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and

regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Securities

in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined

in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any

untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading, (vi) each broadly available road show, if any, and the Fixed Income Investor Presentation

dated May 2026 (the “Investor Presentation”), when considered together with the Time of Sale Prospectus, does

not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading and (vii) the Prospectus does not contain and, as amended or

supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make

the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations

and warranties set forth in this paragraph do not apply to (A) statements or omissions in the Registration Statement, the Time of

Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter

through the Managers expressly for use therein or (B) that part of the Registration Statement that constitutes the Statement of Eligibility

(Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee.

Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities

Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been,

or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations

of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under

the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material

respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except

for the free writing prospectuses, if any, identified in Schedule I hereto forming part of the Time of Sale Prospectus, and electronic

road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your

prior consent, prepare, use or refer to, any free writing prospectus.

(d)             The

Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, and

has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale

Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction

in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except

where the failure so to qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have

a material adverse effect on the condition, financial or otherwise, or in the earnings or business of the Company and its subsidiaries

considered as one enterprise, whether or not arising out of the ordinary course of business (a “Material Adverse Effect”).

(e)             Each

subsidiary of the Company has been duly incorporated or organized, is validly existing as a corporation or other entity in good standing

(or equivalent status) under the laws of the jurisdiction of its incorporation or organization, has the corporate power and authority

to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business

and is in good standing (or equivalent status) in each jurisdiction in which the conduct of its business or its ownership or leasing of

property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f)              All

of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid

and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims.

(g)             The

Company has an authorized capitalization as set forth in the Time of Sale Prospectus, and all issued and outstanding shares of capital

stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares

of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company.

(h)             This

Agreement has been duly authorized, executed and delivered by the Company.

(i)              The

Indenture has been duly authorized by the Company and on the Closing Date will be duly qualified under the Trust Indenture Act and duly

executed and delivered by the Company, and, when duly executed and delivered in accordance with its terms by the Trustee, will be a valid

and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar

laws affecting creditors’ rights generally and equitable principles of general applicability.

(j)              The

Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered

to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations of the Company,

enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights

generally and equitable principles of general applicability, and will be entitled to the benefits of the Indenture.

(k)             Neither

the Company nor any of its Significant Subsidiaries (as defined below) is (i) in violation of its charter, by-laws or similar organizational

documents or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any

contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company,

or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets

of the Company or any of its Significant Subsidiaries is subject (collectively, “Agreements and Instruments”) except,

with respect to clause (ii), such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material

Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Indenture and the Securities, and the

consummation of the transactions contemplated herein and therein and in the Time of Sale Prospectus and the compliance by the Company

with its obligations under this Agreement, the Indenture and the Securities, will not conflict with or constitute a breach of, or default

or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property

or assets of the Company or any of its Significant Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts,

breaches, defaults or Repayment Events or liens, charges or encumbrances that are described in the Time of Sale Prospectus or would not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation

of (A) the provisions of the charter or by-laws of the Company or, (B) to the knowledge of the Company, any applicable law,

statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign,

having jurisdiction over the Company or any of its assets, properties or operations, except, with respect to clause (B), any such violation

as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment

Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any

person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such

indebtedness by the Company or any of its Significant Subsidiaries. As used in this subsection and elsewhere in this Agreement, “Significant

Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

(l)               No

filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental

authority or agency is necessary or required for the performance by the Company of its obligations hereunder or under the Indenture or

the Securities, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions

contemplated by this Agreement, the Indenture, the Securities and the Time of Sale Prospectus, or for the due execution, delivery or performance

of this Agreement, the Indenture and the Securities by the Company, except (i) the qualification of the Indenture under the Trust

Indenture Act or (ii) such as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse

Effect or a material adverse effect on the ability of the Company to perform its obligations under, and consummate the transactions contemplated

by, this Agreement, the Indenture and the Securities.

(m)             The

historical financial statements included or incorporated by reference in the Time of Sale Prospectus, together with the related schedules

and notes, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates

indicated and the results of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for

the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”)

applied on a consistent basis throughout the periods involved, except as disclosed in the footnotes to the unaudited financial statements.

The supporting schedules, if any, present fairly in all material respects and in accordance with GAAP the information required to be stated

therein. The selected financial data and the summary financial information included in the Time of Sale Prospectus present fairly in all

material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements

included in the Time of Sale Prospectus.

(n)             The

accountants who certified the financial statements and supporting schedules included or incorporated by reference in the Time of Sale

Prospectus are independent public accountants with respect to the Company as required by the Securities Act and the Public Company Accounting

Oversight Board.

(o)             The

Company maintains a system of internal control over consolidated financial reporting (as such term is defined in Rule 13a-15(f) of

the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive

officer and principal financial officer, as applicable, or under their supervision, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The internal control

over consolidated financial reporting of the Company is effective and the Company is not aware of any material weaknesses in its respective

internal control over consolidated financial reporting. The Company and its consolidated subsidiaries employ disclosure controls and procedures

that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the

Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and

forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and

principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. The Company and each of its subsidiaries

maintains internal accounting controls that are sufficient to provide reasonable assurances regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting

controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general

or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements

in conformity with GAAP and to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only

in accordance with management’s general or specific authorization, (iv) the recorded accountability for the Company’s

assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) the

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly

presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

(p)             There

is and has been no failure on the part of the Company or, to the Company’s knowledge, any of its directors or officers, in their

capacities as such, to comply in all material respects with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated

in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(q)             Since

the respective dates as of which information is given in the Time of Sale Prospectus, except as otherwise stated therein, (i) there

has been no material adverse change in the condition, financial or otherwise, or in the earnings or business of the Company and its subsidiaries

considered as one enterprise, whether or not arising in the ordinary course of business, (ii) there have been no transactions entered

into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to

the Company and its subsidiaries considered as one enterprise, and (iii) the Company has not declared, paid or otherwise made any

dividend or distribution of any kind on its capital stock, except for regular quarterly dividends on the common stock, par value $0.01

per share, of the Company in amounts per share that are consistent with past practice.

(r)             There

is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign,

now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its Significant Subsidiaries,

which is required to be disclosed in the Time of Sale Prospectus (other than as disclosed therein), or which would, individually or in

the aggregate, reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and

adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Securities or the Time of Sale

Prospectus, or the performance by the Company of its obligations hereunder or thereunder.

(s)             Except

as described in the Time of Sale Prospectus and except as would not, individually or in the aggregate, reasonably be expected to result

in a Material Adverse Effect, (i) neither the Company nor any of its subsidiaries is in violation of, or has any liability under,

any applicable laws, rules or regulations concerning the release or threatened release of chemicals, pollutants, contaminants, wastes,

toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials, per- or poly-fluorinated substances

or mold (collectively, “Hazardous Materials”), pollution or protection of the environment, natural resources, human

health (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife (collectively

“Environmental Laws”), and (ii) there are no pending or, to the Company’s knowledge, threatened administrative,

regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or

proceedings relating to any Environmental Laws or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport

or handling of Hazardous Materials against the Company or any of its subsidiaries.

(t)              Each

preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant

to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable

rules and regulations of the Commission thereunder.

(u)             The

Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described

in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company

Act of 1940, as amended.

(v)             Each

of the Company and its subsidiaries have fulfilled their obligations, if any, under the minimum funding standards of Section 302

of the United States Employee Retirement Income Security Act of 1974 (“ERISA”) and the regulations and published interpretations

thereunder with respect to each “plan” (as defined in Section 3(3) of ERISA and such regulations and published interpretations)

in which employees of the Company and its subsidiaries are eligible to participate and each such plan is in compliance in all material

respects with the presently applicable provisions of ERISA and such regulations and published interpretations other than such non-compliance

that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(w)             (i) The

Company and each of its subsidiaries and, to the knowledge of the Company, all directors, officers or employees of the Company or any

of its subsidiaries complies and have complied in all material respects with the Bribery Act 2010 of the United Kingdom, the OECD Convention

on Bribery of Foreign Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended,

and the rules and regulations thereunder and all other applicable anti-corruption laws, (ii) the Company and each of its subsidiaries

have instituted and maintain and will continue to maintain policies and procedures designed to promote and ensure continued compliance

with all applicable anti-bribery and anti-corruption laws, and (iii) neither the Company nor its subsidiaries will use, directly

or indirectly, the proceeds of the offering in violation of any applicable anti-corruption laws.

(x)             The

operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable

financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and

Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) and those

of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions

in which the Company operates and the rules and regulations thereunder and any related or similar rules, regulations or guidelines,

issued, administered or enforced by any governmental agency in such jurisdictions (collectively, the “Anti-Money Laundering Laws”),

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(y)             Neither

the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, or employee of the Company or of

any of its subsidiaries is (i) currently the target of any sanctions administered or imposed by the U.S. Government, including, the

Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. Department of Commerce, or the

U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any similar sanctions

imposed by any other governmental body to which the Company or any of its subsidiaries is subject (collectively, “Sanctions”)

or (ii) located, organized, or resident in a country or territory that is subject of comprehensive Sanctions (currently, the self-proclaimed

Donetsk People’s Republic, the self-proclaimed Luhansk People’s Republic and any other Covered Region of Ukraine identified

pursuant to Executive Order 14065, the Crimea region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions

of Ukraine, Cuba, Iran and North Korea). Except to the extent licensed by OFAC or the U.S. Department of State or otherwise permitted

under applicable law, the Company will not knowingly use the proceeds of the Offering (as defined below) (i) to lend or contribute

to, fund or facilitate any activities or business of, or otherwise make available to any person that, at the time thereof, is the target

of any Sanctions or is located, organized or resident in a country or territory that is the subject of comprehensive Sanctions or (ii) in

any other manner that the Company knows will result in a violation of Sanctions by the Company or any of its subsidiaries or any Underwriter.

(z)             Neither

the Company nor any of its affiliates or any person acting on their behalf (other than the Underwriters or any of their affiliates with

respect to whom no representation is made) has taken any action that is designed to or that has constituted or that could be expected

to cause or result in stabilization or manipulation of the price of the Securities.

(aa)           The

Company has not distributed and, prior to the later to occur of (i) the time of delivery of the Securities and (ii) the completion

of the distribution of the Securities, will not distribute any material in connection with the offering and sale of the Securities other

than the Time of Sale Prospectus, the Prospectus and other materials, if any, approved by the parties to this Agreement.

(bb)           (i) The

Company and its subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and

other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade

names (collectively, “Intellectual Property Rights”) used in or reasonably necessary to, and material to, the conduct

of the Company’s business; (ii) the Intellectual Property Rights owned by the Company and its subsidiaries and the Intellectual

Property Rights licensed to the Company and its subsidiaries are valid, subsisting and enforceable, and there is no pending or threatened

action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights;

(iii) neither the Company nor any of its subsidiaries has received any notice alleging any infringement, misappropriation or other

violation of Intellectual Property Rights; (iv) no third party is infringing, misappropriating or otherwise violating, or has infringed,

misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company; (v) neither the Company nor any of

its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual

Property Rights; (vi) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company

or any subsidiary of the Company have executed an invention assignment agreement whereby such employees or contractors presently assign

all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable subsidiary, and no

such agreement has been breached or violated; and (vii) the Company and its subsidiaries use, and have used, commercially reasonable

efforts to appropriately maintain all information intended to be maintained as a trade secret, except, in each case of clauses (ii) through

(vii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(cc)           Except

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each

of its subsidiaries have complied and are presently in compliance with all internal and external privacy policies, contractual obligations,

industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental

or regulatory authority and any other legal obligations, in each case, relating to the collection, use, transfer, import, export, storage,

protection, disposal and disclosure by the Company or any of its subsidiaries of personal, personally identifiable, household, sensitive,

confidential or regulated data (“Data Security Obligations”, and such data, “Data”); (ii) the

Company has not received any notification of or complaint regarding and is unaware of any other facts that, individually or in the aggregate,

would reasonably indicate non-compliance with any Data Security Obligation; and (iii) there is no action, suit or proceeding by or

before any court or governmental agency, authority or body pending or threatened alleging non-compliance with any Data Security Obligation.

(dd)           Except

as described in the Time of Sale Prospectus or the Prospectus or as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect: (i) the Company and its subsidiaries have used commercially reasonable efforts to establish and

maintain, and have established, maintained, implemented and complied with, commercially reasonable information technology, information

security, cyber security and data protection controls, policies and procedures that are designed to provide protection against and help

prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise

or misuse of or relating to any information technology system or Data used in connection with the operation of the Company’s and

its subsidiaries’ businesses (“Breach”); and (ii) to the Company’s knowledge, there has been no such

Breach.

(ee)           The

Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date

of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect) and have paid all taxes required to be paid thereon (except for cases in which

the failure to file or pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or,

except as currently being contested in good faith and for which reserves required by GAAP have been created in the financial statements

of the Company), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had, individually

or in the aggregate (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably

be expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have, individually

or in the aggregate) a Material Adverse Effect.

Any certificate signed by any officer of the Company

and delivered to the Underwriters or counsel for the Underwriters in connection with the Offering shall be deemed a representation and

warranty by the Company, as to matters covered thereby, to each Underwriter.

2.             Agreements

to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations

and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from

the Company the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price

set forth in Schedule I hereto.

3.             Public

Offering. The Company is advised by you that the Underwriters propose to make a public offering (the “Offering”)

of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in

your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set

forth in the Prospectus.

4.             Payment

and Delivery. Payment for the Securities shall be made to the Company in Federal or other funds immediately available in New York

City on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later

than the fifth business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred

to as the “Closing Date.”

Payment for the Securities shall be made against

delivery to you on the Closing Date for the respective accounts of the several Underwriters of the Securities registered in such names

and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date, with any transfer

taxes payable in connection with the transfer of the Securities to the Underwriters duly paid by the Company.

5.             Conditions

to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following conditions:

(a)             Subsequent

to the execution and delivery of this Agreement and prior to the Closing Date:

(i)              there

shall not have occurred any of the following: (A) a downgrade in the rating accorded any of the debt securities of the Company by

any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange

Act, or (B) a public announcement by such organization that is has under surveillance or review, with possible negative implications,

its rating of any of the debt securities of the Company; and

(ii)             since

the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Prospectus and the Prospectus,

(A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings or business of the Company

and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and (B) there have

been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, the

effect of which, in any such case described in clause (A) or (B) is, individually or in the aggregate, in your judgment, so

material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities being

delivered on the Closing Date on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b)             The

Underwriters shall have received on the Closing Date a certificate on behalf of the Company, dated the Closing Date and signed by an executive

officer of the Company, to the effect set forth in Section 5(a)(i) above and to the effect that the representations and warranties

of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has in all material respects

complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before

the Closing Date and as to such matters as the Underwriters may reasonably request.

The officer signing and delivering such certificate

may rely upon the best of his or her knowledge as to proceedings threatened.

Underwriters shall have received on the Closing Date an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, outside counsel

for the Company, dated the Closing Date, substantially in the form attached as Exhibit A hereto and otherwise in form and substance

satisfactory to the Underwriters.

(d)             The

Underwriters shall have received on the Closing Date an opinion of Cravath, Swaine & Moore LLP, counsel for the Underwriters,

dated the Closing Date, in form and substance satisfactory to the Underwriters.

(e)             The

Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date,

as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants,

containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters

with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus

and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than

three business days prior to the Closing Date.

(f)              [Reserved].

(g)             The

Company shall have delivered to you such other documents as you may reasonably request with respect to the good standing of the Company,

the due authorization and issuance of the Securities to be sold on the Closing Date and other matters related to the issuance of such

Securities.

6.             Covenants

of the Company. The Company covenants with each Underwriter as follows:

(a)             To

furnish to you, upon reasonable request and without charge, a conformed copy of the Registration Statement (including exhibits thereto

and documents incorporated by reference therein) and to deliver to each of the Underwriters during the period mentioned in Section 6(e) or

6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any

supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b)             Before

amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each

such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably and timely object.

furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company

and not to use or refer to any proposed free writing prospectus to which you reasonably and timely object.

(d)             Not

to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under

the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have

been required to file thereunder.

(e)             If

the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to

prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time

of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur

or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement

then on file, or if, in the opinion of counsel for the Underwriters or the Company, it is necessary to amend or supplement the Time of

Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the

Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in

the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus

is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer

conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable

law.

(f)              If,

during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the

Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered

in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to

amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or

in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or

if, in the opinion of counsel for the Underwriters or the Company, it is necessary to amend or supplement the Prospectus to comply with

applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers

(whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters

and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as

so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to

in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented,

will comply with applicable law.

(g)             To

endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably

request.

(h)             To

make generally available to the Company’s security holders and to you as soon as reasonably practicable an earning statement covering

a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which

shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder;

provided that the Company will be deemed to have furnished such statement to its security holders and to you to the extent that

it is filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system.

(i)              Whether

or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all

expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses

of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Securities

to the Underwriters under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration

Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf

of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to

the Commission relating to the Securities (within the time required by Rule 456 (b)(1), if applicable), all printing costs associated

therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified,

(ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or

other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with

the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities

for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable

fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal

investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in

connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, not to

exceed $10,000, (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation,

issuance and delivery of the Securities, (vii) the costs and charges of any trustee, transfer agent, registrar or depositary, (viii) the

costs and expenses of the Company relating to investor presentations on any “road show” (including the Investor Presentation)

undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with

the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics,

fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel

and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered

in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement and (x) all

other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise

made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and

Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including

fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses

connected with any offers they may make.

(j)              If

the third anniversary of the initial effective date of the Registration Statement occurs before all the Securities have been sold by the

Underwriters, prior to the third anniversary to file a new shelf registration statement and to take any other action necessary to permit

the public offering of the Securities to continue without interruption; references herein to the Registration Statement shall include

the new registration statement declared effective by the Commission.

(k)             To

use its commercially reasonable efforts to cause the Securities to be eligible for clearance, settlement and trading through the facilities

of The Depository Trust Company.

(l)              During

the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise

dispose of any debt securities of the Company or warrants to purchase or otherwise acquire debt securities of the Company substantially

similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business or

(iii) securities or warrants permitted with the prior written consent of the Managers identified in Schedule I with the authorization

to release this lock-up on behalf of the Underwriters).

(m)            To

prepare a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the

Securities or the offering in a form consented to by the Managers, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under

the Securities Act following the date the final terms have been established for the offering of the Securities.

(n)             Not

to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or

manipulation of the price of the Securities.

7.             Covenants

of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company

being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter

that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

8.             Indemnity

and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any

Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate

of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and

liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating

any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement

thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that

the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show”

as defined in Rule 433(h) under the Securities Act (a “road show”), the Investor Presentation or the Prospectus

or any amendment or supplement thereto, or arise out of, or are based upon, any omission or alleged omission to state therein a material

fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims,

damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission

based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use

therein.

(b)             Each

Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its affiliates, its officers

who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of

the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter,

but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you

expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus,

the Investor Presentation, any road show, or the Prospectus or any amendment or supplement thereto, it being understood and agreed that

the only such information furnished by any Underwriter consists of the following in the preliminary prospectus and the Prospectus: the

third sentence of the seventh paragraph under the caption “Underwriting.”

case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity

may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify

the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party,

upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified

party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel

related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonably

incurred fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and

the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding

(including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by

the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying

party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in

the same jurisdiction, be liable for the reasonably incurred fees and expenses of more than one separate firm (in addition to any local

counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall

be designated in writing by the Managers authorized to appoint counsel under this Section set forth in Schedule I hereto, in

the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b).

The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with

such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from

and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an

indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated

by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding

effected without its written consent if (i) such settlement is entered into (A) more than 60 days after receipt by such indemnifying

party of such request and (B) more than 30 days after receipt by such indemnifying party of the proposed terms of such settlement

and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date

of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of

any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have

been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from

all liability on claims that are the subject matter of such proceeding.

(d)             To

the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient

in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu

of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation

provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only

the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of

the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities,

as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters

on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net

proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts

and commissions received by the Underwriters bear to the aggregate initial public offering price of the Securities as set forth in the

Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference

to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state

a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations

to contribute pursuant to this Section 8 are several in proportion to the respective principal amounts of Securities they have purchased

hereunder, and not joint.

(e)             The

Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined

by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified

party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject

to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating

or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute

any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were

offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue

or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of

the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies

provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any

indemnified party at law or in equity.

(f)             The

indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the

Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this

Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate

of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance

of and payment for any of the Securities.

9.             Termination.

The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement

and prior to the Closing Date (a) trading generally shall have been suspended or materially limited on, or by, as the case may be,

any of the New York Stock Exchange, the NYSE MKT, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile

Exchange or the Chicago Board of Trade, (b) trading of any securities of the Company shall have been suspended on any exchange or

in any over-the-counter market, (c) a material disruption in securities settlement, payment or clearance services in the United States

shall have occurred, (d) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities

or (e) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or

crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (e),

makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and

in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10.           Effectiveness;

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date, any one or more of the

Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate

principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more

than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated

severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule II bears

to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other

proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused

to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to

purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal

amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail

or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than

one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you and the Company

for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability

on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone

the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement,

in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this

paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters,

or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions

of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will

reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket

expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement

or the offering contemplated hereunder.

11.           Entire

Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the

extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company

and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct

of the offering, and the purchase and sale of the Securities.

(b)             The

Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arm’s length,

are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those

duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any,

and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted

by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with

the offering of the Securities.

12.           Counterparts;

Electronic Signature. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same

effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic

mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

13.           Applicable

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

14.           Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of

this Agreement.

15.           Notices.

All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed

or sent to you at the addresses set forth in Schedule I hereto; and if to the Company shall be delivered, mailed or sent to the address

set forth in Schedule I hereto.

16.           Recognition

of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity (as defined below) becomes

subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Agreement,

and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under

the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States

or a state of the United States.

(b)             In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject

to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against

such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special

Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For the purposes of this Section 16:

“BHC Act Affiliate” has the

meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);

“Covered Entity” means any of

the following:

(i)             a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)             a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)             a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

“Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Remainder of page intentionally left blank]

Very truly yours,

FORTIVE CORPORATION

By:

/s/ Rajesh Yadava

Name: Rajesh

Yadava

Title: Vice President and

Treasurer

[Signature

Page to Underwriting Agreement]

Accepted as of the date hereof

MORGAN STANLEY & CO. LLC

BARCLAYS CAPITAL INC.

J.P. MORGAN SECURITIES LLC

SCOTIA CAPITAL (USA) INC.

By:

MORGAN STANLEY & CO. LLC

By:

/s/ Thomas Hadley

Name: Thomas

Hadley

Title: Managing

Director

[Signature

Page to Underwriting Agreement]

By:

BARCLAYS CAPITAL INC.

By:

/s/ Ujal Santchurn

Name: Ujal Santchurn

Title: Director

[Signature

Page to Underwriting Agreement]

By:

J.P. MORGAN SECURITIES LLC

By:

/s/ Saee Athalye

Name: Saee Athalye

Title: Vice President

[Signature

Page to Underwriting Agreement]

By:

SCOTIA CAPITAL (USA) INC.

By:

/s/ Michael Ravanesi

Name: Michael

Ravanesi

Title: Managing

Director

[Signature

Page to Underwriting Agreement]

SCHEDULE I

Managers:

Managers authorized to release lock-up under Section 6(l):

Morgan Stanley & Co. LLC

Barclays Capital Inc.

J.P. Morgan Securities LLC

Scotia Capital (USA) Inc.

Managers authorized to

appoint counsel under Section 8(c):

Morgan Stanley & Co. LLC

Barclays Capital Inc.

J.P. Morgan Securities LLC

Scotia Capital (USA) Inc.

Indenture:

Indenture to be dated as of May 14, 2026 between the Company and the Trustee, as supplemented by the Supplemental Indenture No. 1, to be dated as of May 14, 2026, between the Company and the Trustee

Trustee:

Truist Bank

Registration Statement File No.:

333-272489

Time of Sale Prospectus

1.        Prospectus

dated June 7, 2023 relating to the Shelf Securities

2.        The

preliminary prospectus supplement dated May 12, 2026 relating to the Securities

3.        The

final term sheet for the Securities included on Schedule III hereto

Securities to be purchased:

4.750% Senior Notes due 2031 (the “2031 Notes”)

5.250% Senior Notes due 2036 (the “2036 Notes”)

Aggregate Principal Amount:

2031 Notes: $600,000,000

2036 Notes: $500,000,000

I-1

Purchase Price:

2031 Notes: 99.171% of the principal amount of the 2031 Notes, plus

accrued interest, if any, from May 14, 2026

2036 Notes: 99.035% of the principal amount of the 2036 Notes, plus

accrued interest, if any, from May 14, 2026

Maturity:

2031 Notes: May 15, 2031

2036 Notes: May 15, 2036

Interest Rate:

2031 Notes: 4.750% per annum, accruing from May 14, 2026

2036 Notes: 5.250% per annum, accruing from May 14, 2026

Interest Payment Dates:

2031 Notes: May 15 and November 15 of each year, commencing

on November 15, 2026

2036 Notes: May 15 and November 15 of each year, commencing

on November 15, 2026

Closing Date and Time:

May 14, 2026

10:00 a.m. (New York City time)

Closing Location:

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth Avenue

New York, New York 10001

Addresses for Notices to Underwriters:

Morgan Stanley & Co. LLC

1585 Broadway, 19th Floor

New York, New York 10036

Attention: Investment Banking Division

Telephone: (212) 761-6691

Facsimile: (212) 507-8999

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

I-2

J.P. Morgan Securities LLC

270 Park Ave

New York, New York 10017

Attention: Investment Grade Syndicate Desk

Facsimile: (212) 834-6081

Scotia Capital (USA) Inc.

250 Vesey Street, 23rd Floor

New York, New York 10281

Attention: US Debt Capital Markets

Email: [Omitted]

Address for Notices to the Company:

Fortive Corporation

6920 Seaway Blvd.

Everett, WA 98203

Telephone: (424) 446-5000

Attention: Daniel Kim, Vice President,

Associate General Counsel and Secretary

Email: [Omitted]

I-3

SCHEDULE II

Underwriter

Principal Amount of 2031 Notes To Be Purchased

Principal Amount of 2036 Notes To Be Purchased

MORGAN STANLEY & CO. LLC

$ 102,000,000.00

$ 85,000,000.00

BARCLAYS CAPITAL INC.

$ 72,000,000.00

$ 60,000,000.00

J.P. MORGAN SECURITIES LLC

$ 72,000,000.00

$ 60,000,000.00

SCOTIA CAPITAL (USA) INC.

$ 72,000,000.00

$ 60,000,000.00

BNP PARIBAS SECURITIES CORP.

$ 33,600,000.00

$ 28,000,000.00

BOFA SECURITIES, INC.

$ 33,600,000.00

$ 28,000,000.00

GOLDMAN SACHS & CO. LLC

$ 33,600,000.00

$ 28,000,000.00

HSBC SECURITIES (USA) INC.

$ 33,600,000.00

$ 28,000,000.00

PNC CAPITAL MARKETS LLC

$ 33,600,000.00

$ 28,000,000.00

TD SECURITIES (USA) LLC

$ 33,600,000.00

$ 28,000,000.00

TRUIST SECURITIES, INC.

$ 33,600,000.00

$ 28,000,000.00

U.S. BANCORP INVESTMENTS, INC.

$ 33,600,000.00

$ 28,000,000.00

LOOP CAPITAL MARKETS LLC

$ 8,700,000.00

$ 7,250,000.00

ING FINANCIAL MARKETS LLC

$ 4,500,000.00

$ 3,750,000.00

Total

$ 600,000,000.00

$ 500,000,000.00

II-1

SCHEDULE III

FINAL PRICING TERM SHEET

Filed Pursuant to Rule 433

Registration Statement No. 333-272489

Relating to Preliminary Prospectus Supplement

dated May 12, 2026

FORTIVE CORPORATION

PRICING TERM SHEET

May 12, 2026

$600,000,000 4.750% Senior Notes due 2031

$500,000,000 5.250% Senior Notes due 2036

The information in this pricing term sheet supplements Fortive Corporation’s

preliminary prospectus supplement, dated May 12, 2026 (the “Preliminary Prospectus Supplement”), and supersedes the information

in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In

all other respects, this term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. You should rely

on the information contained or incorporated by reference in the Preliminary Prospectus Supplement, as supplemented by this pricing term

sheet, in making an investment decision with respect to the Notes. Terms used herein but not defined herein shall have the respective

meanings as set forth in the Preliminary Prospectus Supplement.

Issuer:

Fortive Corporation

Expected Ratings (Moody’s/S&P)*:

[reserved]

Securities:

4.750% Senior Notes due 2031 (the “2031 Notes”)

5.250% Senior Notes due 2036 (the “2036 Notes” and, together

with the 2031 Notes, the “Notes”)

Trade Date:

May 12, 2026

Settlement Date:

May 14, 2026 (T+2)

Size:

2031 Notes: $600,000,000

2036 Notes: $500,000,000

Maturity:

2031 Notes: May 15, 2031

2036 Notes: May 15, 2036

Coupon (Interest Rate):

2031 Notes: 4.750%

2036 Notes: 5.250%

Yield to Maturity:

2031 Notes: 4.802%

2036 Notes: 5.291%

Price to Public:

2031 Notes: 99.771%

2036 Notes: 99.685%

Gross Proceeds:

2031 Notes: $598,626,000

2036 Notes: $498,425,000

III-1

Spread to Benchmark Treasury:

2031 Notes: +68 basis points

2036 Notes: +83 basis points

Benchmark Treasury:

2031 Notes: 3.875% UST due April 30, 2031

2036 Notes: 4.125% UST due February 15, 2036

Benchmark Treasury Price/Yield:

2031 Notes: 98 - 28 ¾ / 4.122%

2036 Notes: 97 - 11+ / 4.461%

Interest Payment Dates:

2031 Notes: May 15 and November 15 of each year, commencing on November

15, 2026

2036 Notes: May 15 and November 15 of each year, commencing on November

15, 2026

Optional Redemption:

The 2031 Notes will be redeemable, at the Issuer’s option, in

whole or in part, from settlement until April 15, 2031 (the date that is 1 month prior to the scheduled maturity date), at a redemption

price equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon

discounted to the redemption date (assuming the 2031 Notes matured on April 15, 2031) on a semi-annual basis (assuming a 360-day year

consisting of twelve 30-day months) at a rate equal to the Treasury Rate plus 15 basis points, less (b) interest accrued to, but not including,

the date of redemption; and (ii) 100% of the principal amount of the 2031 Notes to be redeemed, plus, in either case, accrued and

unpaid interest on the 2031 Notes to be redeemed to, but not including, the redemption date.

The 2036 Notes will be redeemable, at the Issuer’s option, in

whole or in part, from settlement until February 15, 2036 (the date that is 3 months prior to the scheduled maturity date), at a redemption

price equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon

discounted to the redemption date (assuming the 2036 Notes matured on February 15, 2036) on a semi-annual basis (assuming a 360-day year

consisting of twelve 30-day months) at a rate equal to the Treasury Rate plus 15 basis points, less (b) interest accrued to, but not including,

the date of redemption; and (ii) 100% of the principal amount of the 2036 Notes to be redeemed, plus, in either case, accrued and

unpaid interest on the 2036 Notes to be redeemed to, but not including, the redemption date.

Par Call:

2031 Notes: On or after April 15, 2031

2036 Notes: On or after February 15, 2036

Change of Control Offer to Purchase:

If a change of control triggering event occurs, subject to certain exceptions, each holder of the Notes will have the right to require the Issuer to repurchase some or all of its Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest thereon to, but not including, the repurchase date. A change of control triggering event means the occurrence of both a change of control and a rating event.

III-2

Use of Proceeds:

The Issuer intends to use the net proceeds from the Notes to refinance certain indebtedness, including the repayment at maturity of its $900 million aggregate principal amount of 3.150% Senior Notes due June 15, 2026 (plus accrued and unpaid interest thereon), to pay related fees and expenses and for general corporate purposes. Pending such use, the Issuer may temporarily use all of the net proceeds for general corporate purposes. The Issuer has broad discretion in the use of such proceeds.

CUSIP Number:

2031 Notes: 34959J AN8

2036 Notes: 34959J AP3

ISIN:

2031 Notes: US34959JAN81

2036 Notes: US34959JAP30

Denominations:

$2,000 and integral multiples of $1,000 in excess thereof

Day Count Convention:

30/360

Joint Book-Running Managers:

Morgan Stanley & Co. LLC

Barclays Capital Inc.

J.P. Morgan Securities LLC

Scotia Capital (USA) Inc.

Joint Bookrunners:

BNP Paribas Securities Corp.

BofA Securities, Inc.

Goldman Sachs & Co. LLC

HSBC Securities (USA) Inc.

PNC Capital Markets LLC

TD Securities (USA) LLC

Truist Securities, Inc.

U.S. Bancorp Investments, Inc.

Co-Managers:

Loop Capital Markets LLC

ING Financial Markets LLC

*Note: A securities rating is not a recommendation

to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independently

of any other rating.

It is expected that delivery of the Notes will

be made against payment therefor on or about May 14, 2026, which will be the second business day following the date of pricing of the

Notes (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market

generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers

who wish to trade the Notes on any day prior to the business day before delivery of the Notes will be required, by virtue of the fact

that the Notes initially will settle in T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed

settlement, and should consult their advisors.

III-3

The Issuer has filed a registration statement

(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus

in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and

this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Morgan Stanley

& Co. LLC, Barclays Capital Inc., J.P. Morgan Securities or Scotia Capital (USA) Inc. will arrange to send you the prospectus if you

request it by calling Morgan Stanley & Co. LLC at 1-866-718-1649, Barclays Capital Inc. at 1-888-603-5847, J.P. Morgan Securities

LLC at 1-212-834-4533 or Scotia Capital (USA) Inc. at 1-800-372-3930.

This communication should be read in conjunction

with the preliminary prospectus supplement and the accompanying base prospectus. The information in this communication supersedes the

information in the preliminary prospectus supplement and the accompanying base prospectus to the extent inconsistent with the information

in the preliminary prospectus supplement and the accompanying base prospectus.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR

BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED

AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

III-4

EXHIBIT A

FORM OF OPINION OF

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

LLP

[Omitted]

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2614559d1_ex4-1.htm · Sequence: 3

Exhibit 4.1

EXECUTION VERSION

FORTIVE CORPORATION

as Issuer

and

TRUIST BANK

as Trustee

INDENTURE

Dated as of May 14, 2026

CROSS-REFERENCE TABLE(1)

Section of Trust Indenture

Act of 1939, as amended

Section of

Indenture

310(a)

6.09

310(b)

6.08

6.10

310(c)

Inapplicable

311(a)

6.13

311(b)

6.13

311(c)

Inapplicable

312(a)

4.01

4.04

312(b)

4.04(c)

312(c)

4.04(c)

313(a)

4.03

313(b)

4.03

313(c)

4.03

313(d)

4.03

314(a)

4.02

314(b)

Inapplicable

314(c)

2.04

8.04

9.01(c)

10.01(b)

11.05

314(d)

Inapplicable

314(e)

11.05

314(f)

Inapplicable

315(a)

6.01

6.02

315(b)

5.11

315(c)

6.01

315(d)

6.01

6.02

315(e)

5.12

316(a)

5.09

5.10

7.04

316(b)

5.06

5.10

316(c)

7.02

317(a)

5.04

317(b)

3.04

318(a)

11.07

(1) This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of

its terms or provisions.

TABLE OF CONTENTS

Page

ARTICLE 1      DEFINITIONS

Section 1.01

Certain Terms Defined

Section 1.02

Rules of Construction

ARTICLE 2      SECURITIES

Section 2.01

Forms Generally

Section 2.02

Form of Trustee’s Certificate of Authentication

Section 2.03

Amount Unlimited; Issuable in Series

Section 2.04

Authentication and Delivery of Securities

Section 2.05

Execution of Securities

Section 2.06

Certificate of Authentication

Section 2.07

Denomination and Date of Securities; Payments of Interest

Section 2.08

Registration, Transfer and Exchange

Section 2.09

Mutilated, Defaced, Destroyed, Lost and Stolen Securities

Section 2.10

Cancellation of Securities; Destruction Thereof

Section 2.11

Temporary Securities

ARTICLE 3      COVENANTS OF THE ISSUER

Section 3.01

Payment of Principal and Interest

Section 3.02

Offices for Payments, Etc.

Section 3.03

Appointment to Fill a Vacancy in Office of Trustee

Section 3.04

Paying Agents

Section 3.05

Written Statement to Trustee

Section 3.06

Limitation on Secured Debt

Section 3.07

Limitation on Sale and Leaseback Transactions

Section 3.08

Exempted Indebtedness

Section 3.09

Classification

ARTICLE 4      SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

Section 4.01

Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders

Section 4.02

Reports by the Issuer

Section 4.03

Reports by the Trustee

Section 4.04

Preservation of Information; Communication with Securityholders

ARTICLE 5      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 5.01

Event of Default Defined; Acceleration of Maturity; Waiver of Default

Section 5.02

Collection of Debt by Trustee; Trustee May Prove Debt

Section 5.03

Application of Proceeds

Section 5.04

Suits for Enforcement

Section 5.05

Restoration of Rights on Abandonment of Proceedings

Section 5.06

Limitations on Suits by Securityholders

Section 5.07

Unconditional Right of Securityholders to Institute Certain Suits

Section 5.08

Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default

Section 5.09

Control by Holders of Securities

Section 5.10

Waiver of Past Defaults

Section 5.11

Trustee to Give Notice of Default

Section 5.12

Right of Court to Require Filing of Undertaking to Pay Costs

ARTICLE 6      CONCERNING THE TRUSTEE

Section 6.01

Duties and Responsibilities of the Trustee; During Default; Prior to Default

Section 6.02

Certain Rights of the Trustee

Section 6.03

Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof

Section 6.04

Trustee and Agents May Hold Securities; Collections, Etc.

Section 6.05

Moneys Held by Trustee

Section 6.06

Compensation and Indemnification of Trustee and Its Prior Claim

Section 6.07

Right of Trustee to Rely on Officer’s Certificate, Etc.

Section 6.08

Disqualification; Conflicting Interests

Section 6.09

Persons Eligible for Appointment as Trustee

Section 6.10

Resignation and Removal; Appointment of Successor Trustee

Section 6.11

Acceptance of Appointment by Successor Trustee

Section 6.12

Merger, Conversion, Consolidation or Succession to Business of Trustee

Section 6.13

Preferential Collection of Claims Against the Issuer

ARTICLE 7      CONCERNING THE SECURITYHOLDERS

Section 7.01

Evidence of Action Taken by Securityholders

Section 7.02

Proof of Execution of Instruments and of Holding of Securities

Section 7.03

Holders to Be Treated as Owners

Section 7.04

Securities Owned by Issuer Deemed Not Outstanding

Section 7.05

Right of Revocation of Action Taken

ARTICLE 8      SUPPLEMENTAL INDENTURES

Section 8.01

Supplemental Indentures Without Consent of Securityholders

Section 8.02

Supplemental Indentures With Consent of Securityholders

Section 8.03

Effect of Supplemental Indenture

Section 8.04

Documents to Be Given to Trustee

Section 8.05

Notation on Securities in Respect of Supplemental Indentures

ARTICLE 9      CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.01

Issuer May Consolidate, Etc., on Certain Terms

Section 9.02

Successor Issuer Substituted

ARTICLE 10    SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

Section 10.01

Satisfaction and Discharge of Indenture; Defeasance

Section 10.02

Application by Trustee of Funds Deposited for Payment of Securities

Section 10.03

Repayment of Moneys Held by Paying Agent

Section 10.04

Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years

Section 10.05

Indemnity for U.S. Government Obligations and Foreign Government Obligations

ARTICLE 11    MISCELLANEOUS PROVISIONS

Section 11.01

No Recourse

Section 11.02

Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities

Section 11.03

Successors and Assigns of Issuer Bound by Indenture

Section 11.04

Notices and Demands on Issuer, Trustee and Holders of Securities

Section 11.05

Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein

Section 11.06

Payments Due on Saturdays, Sundays and Holidays

Section 11.07

Conflict of Any Provision of Indenture With Trust Indenture Act of 1939

Section 11.08

New York Law to Govern

Section 11.09

Force Majeure

Section 11.10

Counterparts

Section 11.11

Effect of Headings

Section 11.12

Actions by Successor

Section 11.13

Severability

ARTICLE 12    REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.01

Applicability of Article

Section 12.02

Notice of Redemption; Partial Redemptions

Section 12.03

Payment of Securities Called for Redemption

Section 12.04

Exclusion of Certain Securities from Eligibility for Selection for Redemption

Section 12.05

Mandatory and Optional Sinking Funds

iii

THIS INDENTURE, dated as of May 14, 2026, is

between Fortive Corporation, a Delaware corporation (the “Issuer”), and Truist Bank, a North Carolina banking corporation

(the “Trustee”).

WITNESSETH:

WHEREAS, the Issuer may from time to time duly authorize

the issue of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”)

up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

WHEREAS, the Issuer has duly authorized the execution

and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of the Securities;

and

WHEREAS, all things necessary to make this Indenture

a valid indenture and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases

of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit

of the respective holders from time to time of the Securities as follows:

ARTICLE 1

DEFINITIONS

Section 1.01      Certain

Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all

purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All

other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act

of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933

(except as herein otherwise expressly provided or unless the context otherwise clearly requires), shall have the meanings assigned to

such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture. All accounting terms used

herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles,

and the term “generally accepted accounting principles” means such U.S. generally accepted accounting principles and

interpretations thereof, consistently applied, which are in effect as of the date hereof; provided that leases shall continue to

be classified and accounted for on a basis consistent with generally accepted accounting principles as in effect as of December 31,

2017, notwithstanding any change in generally accepted accounting principles related thereto (including pursuant to Accounting Standard

Codification Topic 842) and the Issuer shall not be required to provide any reconciliation thereof to the generally accepted accounting

principles as in effect on the date hereof. The words “herein”, “hereof” and “hereunder” and other

words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms

defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

“Applicable Procedures” means,

with respect to a Depositary, as to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable

to such matter at such time.

“Attributable Debt” in respect

of a Sale and Leaseback Transaction means, as of any particular time, the present value (discounted at the rate of interest implicit in

the lease involved in such Sale and Leaseback Transaction, as determined in good faith by the Issuer) of the obligation of the lessee

thereunder for rental payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated as rent

or additional rent, on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts

required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments,

water rates or similar charges) during the remaining term of such lease (including any period for which such lease has been extended or

may, at the option of the lessor, be extended).

“Board of Directors” means either

the Board of Directors of the Issuer or any committee of such Board of Directors duly authorized to act on its behalf.

“Board Resolution” means a copy

of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted by the Board

of Directors and to be in full force and effect, and delivered to the Trustee.

“Business Day” means, with respect

to any Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the

form of such Security, is not a day on which banking institutions are authorized or required by law or regulation to close.

“Capital Stock” means (a) in

the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests,

participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited

liability company, partnership interests (whether general or limited) or membership interests; and (d) any other interest or participation

that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,

but excluding from all of the foregoing any Debt securities convertible into Capital Stock, whether or not such Debt securities include

any right of participation with Capital Stock.

“Commission” means the Securities

and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution and delivery

of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act of 1939,

then the body performing such duties on such date.

“Common Stock” means shares of

common stock, par value $0.01 per share, of the Issuer as the same exists at the date of execution and delivery of this Indenture or as

such stock may be reconstituted from time to time.

“Consolidated Assets” means the

aggregate of all assets of the Issuer and its Subsidiaries (including the value of all existing Sale and Leaseback Transactions and any

assets resulting from the capitalization of other long-term lease obligations in accordance with generally accepted accounting principles),

appearing on the most recent available consolidated balance sheet of the Issuer and its Subsidiaries at their net book values, after deducting

related depreciation, amortization and other valuation reserves, all prepared in accordance with generally accepted accounting principles.

“Consolidated Current Liabilities”

means the aggregate of the current liabilities of the Issuer and its Subsidiaries appearing on the most recent available consolidated

balance sheet of the Issuer and its Subsidiaries, all in accordance with generally accepted accounting principles (excluding current maturities

of long-term Debt and obligations under capitalized leases).

“Consolidated Net Assets” means

Consolidated Assets after deduction of Consolidated Current Liabilities.

“Corporate Trust Office” means

the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered,

which office is, at the date as of which this Indenture is dated, located at 2713 Forest Hills Road, S.W., Building 2, Floor 2, Wilson,

NC 27893, Attention: Corporate Trust.

“Covenant Defeasance” shall have

the meaning set forth in Section 10.01.

“Debt” of any Person means any

debt for money borrowed which is created, assumed, incurred or guaranteed in any manner by such Person or for which such Person is otherwise

responsible or liable, and shall expressly include any such guaranty thereof by such Person. For the purpose of computing the amount of

the Debt of any Person there shall be excluded all Debt of such Person for the payment or redemption or satisfaction of which money or

securities (or evidences of such Debt, if permitted under the terms of the instrument creating such Debt) in the necessary amount shall

have been deposited in trust with the proper depositary, whether upon or prior to the maturity or the date fixed for redemption of such

Debt; and, in any instance where Debt is so excluded, for the purpose of computing the assets of such Person there shall be excluded the

money, securities or evidences of Debt deposited by such Person in trust for the purpose of paying or satisfying such Debt.

“Depositary” means, with respect

to the Securities of any series issuable or issued in the form of one or more Global Securities, the Person designated as Depositary by

the Issuer pursuant to Section 2.04 until a successor Depositary shall have become such pursuant to the applicable provisions of

this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and

if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such

series shall mean the Depositary with respect to the Global Securities of that series.

“Dollar” means the currency of

the United States of America as at the time of payment is legal tender for the payment of public and private debts.

“Event of Default” means any event

or condition specified as such in Section 5.01.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended.

“Foreign Currency” means a currency

issued by the government of a country other than the United States.

“Foreign Government Obligation”

means (a) a direct obligation of a government other than the government of the United States of America, backed by the full faith

and credit of such government, (b) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality

of such government, the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government or (c) any

depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with

respect to any Foreign Government Obligation which is specified in clause (a) and held by such bank for the account of the holder

of such depositary receipt, or with respect to any specific payment of principal of or interest on any such Foreign Government Obligation

which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction

from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Foreign Government

Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

“Funded Debt” means all Debt having

a maturity of more than twelve months from the date of the most recent available consolidated balance sheet of the Issuer and its Subsidiaries

or renewable and extendable beyond twelve months at the option of the borrower and all obligations in respect of lease rentals which under

generally accepted accounting principles would be shown on the Issuer’s consolidated balance sheet as a liability item other than

a current liability; provided, however, that Funded Debt shall not include any of the foregoing to the extent that such

Debt or obligations are not required by generally accepted accounting principles to be shown on the Issuer’s balance sheet.

“Global Security” means a Security

evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.04, and

bearing the legend prescribed in Section 2.04.

“Holder”, “holder”,

“holder of Securities”, “Securityholder” or other similar terms mean the Person in whose name such

Security is registered in the Security register kept by the Issuer for that purpose in accordance with the terms hereof.

“Indenture” means this instrument

as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall

include the forms and terms of particular series of Securities established as contemplated hereunder.

“interest”, unless the context

otherwise requires, refers to interest, and when used with respect to non-interest bearing Securities, refers to interest payable after

maturity, if any.

“Issuer” means Fortive Corporation,

a Delaware corporation, and, subject to Article 9, its successors and assigns.

“Issuer Order” means a written

statement, request or order of the Issuer signed in its name by the chairman of the Board of Directors, the president or any vice president

of the Issuer.

“Legal Defeasance” shall have

the meaning set forth in Section 10.01.

“mandatory sinking fund payment”

shall have the meaning set forth in Section 12.05.

“Notice of Default” shall have

the meaning set forth in Section 5.01(d).

“Officer’s Certificate”

means a certificate signed by the chairman of the Board of Directors, the president, any vice president, the treasurer, the secretary

or any assistant secretary of the Issuer and delivered to the Trustee. Each such certificate shall comply with Section 314 of the

Trust Indenture Act of 1939 and, except to the extent provided herein, shall include the statements provided for in Section 11.05.

“Opinion of Counsel” means an

opinion in writing signed by the general corporate counsel or such other legal counsel who may be an employee of or counsel to the Issuer

and who shall be satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939

and shall include the statements provided for in Section 11.05, if and to the extent required hereby.

“optional sinking fund payment”

shall have the meaning set forth in Section 12.05.

“original issue date” of any Security

(or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion thereof)

for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

“Original Issue Discount Security”

means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration

of the maturity thereof pursuant to Section 5.01.

“Outstanding”, when used with

reference to Securities, shall, subject to the provisions of Section 7.04, mean, as of any particular time, all Securities authenticated

and delivered by the Trustee under this Indenture, except

(a)         Securities

theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b)         Securities,

or portions thereof, for the payment or redemption of which cash, U.S. Government Obligations or Foreign Government Obligations or a combination

of cash, on the one hand, and U.S. Government Obligations or Foreign Government Obligations, as the case may be, on the other, (as provided

for in Section 10.01) in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other

than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Securities (if the Issuer

shall act as its own paying agent); provided, that if such Securities, or portions thereof, are to be redeemed prior to the maturity

thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been

made for giving such notice; and

in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the

terms of Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such

Security is held by a Person in whose hands such Security is a legal, valid and binding obligation of the Issuer), Securities converted

into Common Stock pursuant hereto and Securities not deemed outstanding pursuant to Section 12.02.

In determining whether the Holders of the requisite principal amount

of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder,

the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount

of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the

maturity thereof pursuant to Section 5.01.

“Payment Default” shall have the

meaning set forth in Section 5.01(e)(i).

“Person” means any individual,

corporation, partnership, limited partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated

organization or government or any agency or political subdivision thereof.

“principal” whenever used with

reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”.

“Principal Property” means any

manufacturing plant, warehouse, office building or single parcel of real property (including fixtures but excluding leases and other contract

rights which might otherwise be deemed real property) owned by the Issuer or any Subsidiary and located in the United States, whether

owned on the date of this Indenture or thereafter; provided each such plant, warehouse, office building or parcel of real property

has a gross book value (without deduction for any depreciation reserves) at the date as of which the determination is being made of in

excess of two percent of the Consolidated Net Assets of the Issuer and its Subsidiaries, other than any such plant, warehouse, office

building or parcel of real property or portion thereof which, in the opinion of the Board of Directors (evidenced by a certified Board

Resolution delivered to the Trustee), is not of material importance to the business conducted by the Issuer and its Subsidiaries taken

as a whole.

“record date” shall have the meaning

set forth in Section 2.07.

“Responsible Officer”, when used

with respect to the Trustee, means the chairman of the board of directors, any vice chairman of the board of directors, the chairman of

the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the president, any vice president,

the cashier, the secretary, the treasurer, any trust officer, any assistant trust officer, any assistant vice president, any assistant

cashier, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily performing

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 his or her knowledge of and familiarity with the particular subject.

“Sale and Leaseback Transaction”

shall have the meaning set forth in Section 3.07.

“Secured Debt” means Debt and

any Funded Debt which, in each case, is secured by a security interest in (i) any Principal Property, or (ii) any shares of

Capital Stock or Debt of any Subsidiary that owns a Principal Property.

“Security” or “Securities”

has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered

under this Indenture.

“security interests” shall have

the meaning set forth in Section 3.06(b).

“Security Registrar” shall have

the meaning set forth in Section 4.01(b).

“sinking fund payment date” shall

have the meaning set forth in Section 12.05.

“Stated Maturity” means, with

respect to any installment of interest or principal on any Debt, the date on which the payment of interest or principal was scheduled

to be paid in the documentation governing such Debt as of the first date it was incurred in compliance with the terms of this Indenture,

and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally

scheduled for the payment thereof.

“Subsidiary” means any corporation

or other entity (including, without limitation, partnerships, limited liability companies, joint ventures and associations) of which at

least a majority of the outstanding Capital Stock having by the terms thereof ordinary voting power for the election of directors (or

persons performing similar functions) of such corporation or other entity (irrespective of whether or not at the time the Capital Stock

of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of

any such contingency) is at the time directly or indirectly owned by the Issuer, or by one or more Subsidiaries of the Issuer, or by the

Issuer and one or more other Subsidiaries of the Issuer.

“Trust Indenture Act of 1939”

means the Trust Indenture Act of 1939, as amended.

“Trustee” means the Person identified

as “Trustee” in the first paragraph hereof and, subject to the provisions of Article 6, shall also include any

successor trustee. “Trustee” shall also mean or include each Person who is then a trustee hereunder and if at any time

there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the trustee

with respect to the Securities of such series.

“U.S. Government Obligation” means

(a) a direct obligation of the United States of America, backed by its full faith and credit, (b) an obligation of a Person

controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally

guaranteed as a full faith and credit obligation by the United States of America, or (c) any depositary receipt issued by a bank

(as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any U.S. Government Obligation

which is specified in clause (a) above and held by such bank for the account of the holder of such depositary receipt, or with

respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided

that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such

depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal

or interest evidenced by such depositary receipt.

“vice president”, when used with

respect to the Issuer or the Trustee, means any vice president, whether or not designated by a number or a word or words added before

or after the title of “vice president”.

“Yield to Maturity” means the

yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most recent

redetermination of interest on such series, and calculated in accordance with accepted financial practice.

Section 1.02      Rules of

Construction. Unless the context otherwise requires:

(i)         a

term has the meaning assigned to it;

(ii)        an

accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles;

(iii)       “or”

is not exclusive;

(iv)       “including”

is not limiting;

(v)        words

in the singular include the plural, and in the plural include the singular;

(vi)       “will”

shall be interpreted to express a command;

(vii)      provisions

apply to successive events and transactions; and

(viii)     references

to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted

by the Commission from time to time.

ARTICLE 2

SECURITIES

Section 2.01      Forms

Generally. The Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established

by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to (rather

than set forth in) a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental

hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this

Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions

of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of

any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities as evidenced

by their execution of such Securities.

The definitive Securities shall be printed, lithographed

or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities

as evidenced by their execution of such Securities.

Section 2.02      Form of

Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially

the following form:

This is one of the Securities of the

series designated herein and referred to in the within-mentioned Indenture.

as Trustee

By:

Authorized Officer

Section 2.03      Amount

Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture

is unlimited.

The Securities may be issued in one or more series.

The terms of a series of Securities shall be established prior to the initial issuance thereof in or pursuant to one or more Board Resolutions,

or, to the extent established pursuant to (rather than set forth in) a Board Resolution, in an Officer’s Certificate detailing such

establishment and/or established in one or more indentures supplemental hereto. The terms of such series reflected in such Board Resolution,

Officer’s Certificate, or supplemental indenture may include the following or any additional or different terms:

(a)         the

designation of the Securities of the series (which may be part of a series of Securities previously issued);

(b)         the

terms and conditions, if applicable, upon which conversion or exchange of the Securities into Common Stock will be effected, including

the initial conversion or exchange price or rate and any adjustments thereto, the conversion or exchange period and other provisions in

addition to or in lieu of those described herein;

limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture

(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities

of the series pursuant to Section 2.08, 2.09, 2.11, 8.05 or 12.03);

(d)         if

other than Dollars, the Foreign Currency in which the Securities of that series are denominated;

(e)         any

date on which the principal of the Securities of the series is payable and the right, if any, to extend such date or dates;

(f)         the

rate or rates at which the Securities of the series shall bear interest, if any, the record date or dates for the determination of holders

to whom interest is payable, the date or dates from which such interest shall accrue and on which such interest shall be payable and/or

the method by which such rate or rates or date or dates shall be determined, and the right, if any, to extend the interest payment periods

and the duration of that extension;

(g)         the

place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in Section 3.02);

(h)         the

price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed,

in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;

(i)         the

obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking

fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which

and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant

to such obligation;

(j)         if

other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;

(k)         if

other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration

of acceleration of the maturity thereof;

(l)         if

other than the currency in which the Securities of that series are denominated, the currency in which payment of the principal of or interest

on the Securities of such series shall be payable;

(m)         if

the principal of or interest on the Securities of the series is to be payable, at the election of the Issuer or a Holder thereof, in a

currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon

which, such election may be made;

(n)         if

the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index based

on a currency other than that in which the Securities of the series are denominated, or by reference to one or more currency exchange

rates, securities or baskets of securities, commodity prices or indices, the manner in which such amounts shall be determined;

(o)         if

Sections 10.01(b) or 10.01(c) are inapplicable to Securities of such series;

(p)         whether

and under what circumstances the Issuer will pay additional amounts on the Securities of any series in respect of any tax, assessment

or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than

pay such additional amounts;

(q)         if

the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security

of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms

of such certificates, documents or conditions;

(r)         any

trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;

(s)         any

other events of default or covenants with respect to the Securities of such series in addition to or in lieu of those contained in this

Indenture;

(t)         if

the Securities of the series may be issued in exchange for surrendered Securities of another series, or for other securities of the Issuer,

pursuant to the terms of such Securities or securities or of any agreement entered into by the Issuer, the ratio of the principal amount

of the Securities of the series to be issued to the principal amount of the Securities or securities to be surrendered in exchange, and

any other material terms of the exchange; and

(u)         any

other terms of the series.

The Issuer may from time to time, without notice

to or the consent of the holders of any series of Securities, create and issue further Securities of any such series ranking equally with

the Securities of such series in all respects (or in all respects other than (1) the payment of interest accruing prior to the issue

date of such further Securities or (2) the first payment of interest following the issue date of such further Securities). Such further

Securities may be consolidated and form a single series with the Securities of such series and have the same terms as to status, redemption

or otherwise as the Securities of such series.

Section 2.04      Authentication

and Delivery of Securities. The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication

together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such

Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures

acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original

issue date, interest rate and any other terms of the Securities of such series shall be determined by or pursuant to such Issuer Order

and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions

from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities

and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,

and (subject to Section 6.01) shall be fully protected in relying upon:

(a)         an

Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer;

(b)         any

Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant

to which the forms and terms of the Securities were established;

Officer’s Certificate setting forth the form or forms and terms of the Securities stating that the form or forms and terms of the

Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as

the Trustee may reasonably request; and

(d)        an

Opinion of Counsel to the effect that:

(i)         the

form or forms and terms of such Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture,

(ii)        the

authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture,

(iii)       such

Securities when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified

in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer, and

(iv)       all

laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with,

and covering such other matters as the Trustee may reasonably request.

The Trustee shall have the right to decline to authenticate

and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully

be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust

committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability

to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise.

The Issuer shall execute and the Trustee shall, in

accordance with this Section with respect to the Securities of a series, authenticate and deliver one or more Global Securities that

(i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such

series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities

or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s

instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole

or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the

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.”

Each Depositary designated pursuant to this Section must,

at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act

and any other applicable statute or regulation.

Section 2.05      Execution

of Securities. The Securities shall be signed on behalf of the Issuer by the chairman of its Board of Directors, any vice chairman

of its Board of Directors, its chief executive officer, its principal financial officer, its president, any vice president or its treasurer.

Such signatures may be the manual or facsimile signatures of the present or any future such officers. Typographical and other minor errors

or defects in any such reproduction of any such signature shall not affect the validity or enforceability of any Security that has been

duly authenticated and delivered by the Trustee.

In case any officer of the Issuer who shall have

signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the

Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person

who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such

persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of

the execution and delivery of this Indenture any such person was not such an officer.

Section 2.06      Certificate

of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore

recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this

Indenture or be valid or obligatory for any purpose. The execution of such certificate by the Trustee upon any Security executed by the

Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the

Holder is entitled to the benefits of this Indenture.

Section 2.07      Denomination

and Date of Securities; Payments of Interest. The Securities of each series shall be issuable in denominations established as contemplated

by Section 2.03 or, if not so established, in denominations of $1,000 and any integral multiple thereof. The Securities of each series

shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing

the same may determine with the approval of the Trustee, as evidenced by the execution and authentication thereof. Unless otherwise indicated

in a Board Resolution, Officer’s Certificate or supplemental indenture for a particular series, interest will be calculated on the

basis of a 360-day year of twelve 30-day months.

Each Security shall be dated the date of its authentication.

The Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established

as contemplated by Section 2.03.

The Person in whose name any Security of any series

is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date

for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer,

exchange or conversion of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent

the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted

interest shall be paid to the Persons in whose names Outstanding Securities for such series are registered at the close of business on

a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established

by notice given by mail by or on behalf of the Issuer to the Holders of Securities not less than 15 days preceding such subsequent record

date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted

interest) for the Securities of any series shall mean the date specified as such in the terms of the Securities of such series established

as contemplated by Section 2.03, or, if no such date is so established, if such interest payment date is the first day of a calendar

month, the 15th day of the immediately preceding calendar month or, if such interest payment date is the 15th day of a calendar month,

the first day of such calendar month, whether or not such record date is a Business Day.

Section 2.08      Registration,

Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.02

for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide

for the registration of Securities of such series and the registration of transfer of Securities of such series. Such register shall be

in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all

reasonable times such register or registers shall be open for inspection by the Trustee.

Upon due presentation for registration of transfer

of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer

shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities

of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount.

At the option of the Holder thereof, Securities of

any series (except a Global Security) may be exchanged for a Security or Securities of such series having authorized denominations and

an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained

for such purpose in accordance with Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided.

Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the

Securities which the Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or transfer provided

for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a certificate of disposition

thereof to the Issuer.

All Securities presented for registration of transfer,

exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written

instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or his or her attorney

duly authorized in writing.

The Issuer may require payment of a sum sufficient

to cover any stamp or other tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer

of Securities. No service charge shall be made for any such transaction.

The Issuer shall not be required to exchange or register

a transfer of (a) any Securities of any series for a period of 15 days immediately preceding the first mailing of notice of redemption

of Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in

part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.

Notwithstanding any other provision of this Section 2.08,

unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all

or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of

such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any

such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

If at any time the Depositary for the Securities

of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any

time the Depositary for the Securities of a series shall no longer be eligible under Section 2.04, the Issuer shall appoint a successor

Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed

by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s determination

pursuant to Section 2.03 that the Securities of such series be represented by a Global Security shall no longer be effective and

the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive

Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations,

in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities of such

series, in exchange for such Global Security or Securities.

The Issuer may at any time and in its sole discretion

determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global

Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the

authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive

registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security

or Securities representing such series, in exchange for such Global Security or Securities.

The Depositary for such Global Security may surrender

such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form in accordance with

the two preceding paragraphs or on such other terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute,

and the Trustee shall authenticate and deliver, without service charge,

(i)         to

the Person specified by such Depositary a new Security or Securities of the same series, of any authorized denominations as requested

by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security;

and

(ii)         to

such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered

Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above.

Upon the exchange of a Global Security for Securities

in definitive registered form, in authorized denominations, such Global Security shall be cancelled by the Trustee. Securities in definitive

registered form issued in exchange for a Global Security pursuant to this Section 2.08 shall be registered in such names and in such

authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants

or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to or as directed by the Persons in whose names such

Securities are so registered.

All Securities issued upon any transfer or exchange

of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture,

as the Securities surrendered upon such transfer or exchange.

Section 2.09      Mutilated,

Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated, defaced or be

destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee

shall authenticate and deliver a new Security of the same series, maturity date, interest rate and original issue date, bearing a number

or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security,

or in lieu of and substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute Security shall

furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be required by them

to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction

of the destruction, loss or theft of such Security and of the ownership thereof and in the case of mutilation or defacement shall surrender

the Security to the Trustee.

Upon the issuance of any substitute Security, the

Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto

and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security which has matured or

is about to mature or has been called for redemption in full, or is being surrendered for conversion in full, shall become mutilated or

defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Security (with the Holder’s consent, in

the case of convertible Securities), pay or authorize the payment of the same or convert, or authorize conversion of the same (without

surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer

and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them

harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent

of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security of any series issued pursuant

to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional

contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone

and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally

and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities shall

be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect

to the replacement or payment or conversion of mutilated, defaced or destroyed, lost or stolen Securities 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

or payment of negotiable instruments or other securities without their surrender.

Section 2.10      Cancellation

of Securities; Destruction Thereof. All Securities surrendered for exchange for Securities of the same series or for payment, redemption,

registration of transfer, conversion or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the

Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee,

shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of

this Indenture. The Trustee shall dispose of cancelled Securities held by it and deliver a certificate of disposition to the Issuer. If

the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the Debt represented

by such Securities unless and until the same are delivered to the Trustee for cancellation.

Section 2.11      Temporary

Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate

and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory

to the Trustee). Temporary Securities of any series shall be issuable in any authorized denomination, and substantially in the form of

the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities,

all as may be determined by the Issuer with the concurrence of the Trustee as evidenced by the execution and authentication thereof. Temporary

Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed

by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect,

as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series

and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be

maintained by the Issuer for that purpose pursuant to Section 3.02 and the Trustee shall authenticate and deliver in exchange for

such temporary Securities of such series an equal aggregate principal amount of definitive Securities of the same series having authorized

denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture

as definitive Securities of such series, unless the benefits of the temporary Securities are limited pursuant to Section 2.03.

ARTICLE 3

COVENANTS OF THE ISSUER

Section 3.01      Payment

of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually

pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any additional amounts

payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities

and in this Indenture. The interest on Securities (together with any additional amounts payable pursuant to the terms of such Securities)

shall be payable only to or upon the written order of the Holders thereof and at the option of the Issuer may be paid by mailing checks

for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security register

of the Issuer.

Section 3.02      Offices

for Payments, Etc. The Issuer will maintain (i) in the Borough of Manhattan, the City of New York, an agency (which may be an

office of the Trustee or an affiliate of the Trustee) where the Securities of each series may be presented for payment, an agency where

the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency

where the Securities of each series may be presented for registration of transfer as in this Indenture provided and (ii) such further

agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03.

The Issuer will maintain in the Borough of Manhattan,

the City of New York, an agency (which may be an office of the Trustee or an affiliate of the Trustee) where notices and demands to or

upon the Issuer in respect of the Securities of any series or this Indenture may be served.

The Issuer will give to the Trustee written notice

of the location of each such agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency required

by this Section to be located in the Borough of Manhattan, the City of New York, or shall fail to give such notice of the location

or of any change in the location of any of the above agencies, presentations and demands may be made and notices may be served at the

Corporate Trust Office of the Trustee.

The Issuer may from time to time designate one or

more additional agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented

for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of

that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind

any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission

shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to

the Trustee prompt written notice of any such designation or rescission thereof.

Section 3.03      Appointment

to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint,

in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities

hereunder.

Section 3.04      Paying

Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it 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,

(a)         that

it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether

such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the

Holders of the Securities of such series or of the Trustee,

(b)         that

it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment

of the principal of or interest on the Securities of such series when the same shall be due and payable, and

at any time during the continuance of any such failure, upon the written request of the Trustee, it will forthwith pay to the Trustee

all sums so held in trust by such paying agent.

The Issuer will, on or prior to each due date of

the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or

interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to

take such action.

If the Issuer shall act as its own paying agent with

respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the Securities of such

series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay

such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action.

Anything in this Section to the contrary notwithstanding,

but subject to Section 10.01, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect

to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in

trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee

upon the trusts herein contained.

Anything in this Section to the contrary notwithstanding,

the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.03 and 10.04.

Section 3.05      Written

Statement to Trustee. So long as any Securities are Outstanding hereunder, the Issuer will deliver to the Trustee, within 120 days

after the end of each fiscal year of the Issuer ending after the date hereof, a written statement covering the previous fiscal year, signed

by its principal executive officer, principal financial officer or principal accounting officer (which need not comply with Section 11.05),

stating that in the course of the performance of his or her duties as an officer of the Issuer he or she would normally have knowledge

of any default by the Issuer in the performance or fulfillment of any covenant, agreement or condition contained in this Indenture, stating

whether or not he or she has knowledge of any such default and, if so, specifying each such default of which the signer has knowledge

and the nature thereof.

Section 3.06      Limitation

on Secured Debt. The Issuer will not, and will not permit any Subsidiary to, create, assume, or guarantee any Secured Debt without

making effective provision for securing the Securities equally and ratably with such Secured Debt. The foregoing restrictions shall not

apply, however, to Debt secured by:

(a)         purchase

money mortgages created to secure payment for the acquisition or construction of any property including, but not limited to, any Debt

incurred by the Issuer or a Subsidiary prior to, at the time of, or within 18 months after the later of the acquisition, the completion

of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which

Debt is incurred for the purpose of financing all or any part of the purchase price of such property or construction or improvements on

such property;

(b)         mortgages,

pledges, liens, security interest or encumbrances (collectively referred to as “security interests”) on property, or

any conditional sales agreement or any title retention with respect to property, existing at the time of acquisition thereof, whether

or not assumed by the Issuer or a Subsidiary;

interests on property or shares of Capital Stock or Debt of any corporation or firm existing at the time such corporation or firm becomes

a Subsidiary;

(d)         security

interests in property or shares of Capital Stock or Debt of a corporation existing at the time such corporation is merged into or consolidated

with the Issuer or a Subsidiary or at the time of a sale, lease, or other disposition of the properties of a corporation or firm as an

entirety or substantially as an entirety to the Issuer or a Subsidiary, provided that no such security interests shall extend to

any other Principal Property of the Issuer or such Subsidiary prior to such acquisition or to other Principal Property thereafter acquired

other than additions or improvements to the acquired property;

(e)         security

interests on the Issuer’s property or property of a Subsidiary in favor of the United States of America or any state thereof, or

in favor of any other country, or any department, agency, instrumentality or political subdivision thereof (including, without limitation,

security interests to secure Debt of the pollution control or industrial revenue type) in order to permit the Issuer or any Subsidiary

to perform a contract or to secure Debt incurred for the purpose of financing all or any part of the purchase price for the cost of constructing

or improving the property subject to such security interests or which is required by law or regulation as a condition to the transaction

of any business or the exercise of any privilege, franchise or license;

(f)         security

interests on any property or assets of any Subsidiary to secure Debt owing by it to the Issuer or to another Subsidiary;

(g)         liens

securing reimbursement obligations with respect to letters of credit related to trade payables and issued in the ordinary course of business,

which liens encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

(h)         liens

encumbering customary initial deposits and margin deposits and other liens in the ordinary course of business, in each case securing Debt

under any interest swap obligations and currency agreements and forward contract, option, futures contracts, futures options or similar

agreements or arrangements designed to protect the Issuer or any of its Subsidiaries from fluctuations in interest rates or currencies;

(i)         any

extension, renewal or replacement, or successive extensions, renewals or replacements, in whole or in part, of any security interest referred

to in the foregoing clauses (a) to (h) inclusive.

Section 3.07      Limitation

on Sale and Leaseback Transactions. The Issuer will not, and will not permit any Subsidiary to, enter any lease longer than three

years (excluding leases of newly acquired, improved or constructed property) covering any Principal Property of the Issuer or any Subsidiary

that is sold to any other person in connection with such lease (a “Sale and Leaseback Transaction”), unless either

(a) the Issuer or such Subsidiary would be entitled, without equally and ratably securing the Securities, to incur Debt secured by

a mortgage on the Principal Property leased pursuant to Section 3.06, or (b) an amount equal to the value of the Principal Property

so leased is applied to the retirement, within 180 days of the effective date of such arrangement, of Debt incurred or assumed by the

Issuer or a Subsidiary which is recorded as Funded Debt as shown on the most recent consolidated balance sheet of the Issuer and which

in the case of such Debt of the Issuer, is not subordinate and junior in right of payment to the prior payment of the Securities.

In addition, permitted Sale and Leaseback Transactions

not subject to the limitation in this Section 3.07 and the provisions described in Section 3.06 include leases between only

the Issuer and a wholly-owned Subsidiary or only between wholly-owned Subsidiaries of the Issuer.

Section 3.08      Exempted

Indebtedness. Notwithstanding Sections 3.06 and 3.07, the Issuer and any one or more Subsidiaries may, without securing the Securities,

issue, assume, or guarantee Secured Debt or enter into any Sale and Leaseback Transaction which would otherwise be subject to the restrictions

of Sections 3.06 and 3.07; provided that, after giving effect thereto, the aggregate amount of such Secured Debt then outstanding

(not including Secured Debt permitted under the exceptions set forth in Section 3.06) and the Attributable Debt of Sale and Leaseback

Transactions (other than Sale and Leaseback Transactions in accordance with Section 3.07) at such time does not exceed 15% of Consolidated

Net Assets.

Section 3.09      Classification.

For purposes of determining compliance with Sections 3.06 and 3.07, (a) a lien securing an item of Secured Debt need not be permitted

solely by reference to one category (or portion thereof) described in Sections 3.06 and 3.07, but may be permitted in part under any combination

thereof and (b) in the event that a lien securing an item of Secured Debt (or any portion thereof) meets the criteria of one or more

of the categories (or portions thereof), the Issuer may, in its sole discretion, divide, classify or reclassify, or later divide, classify,

or reclassify, such lien securing such item of Secured Debt (or any portion thereof) in any manner that complies (based on circumstances

existing at the time of such division, classification or reclassification) with the limitation on Secured Debt and Sale and Leaseback

Transactions.

ARTICLE 4

SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

Section 4.01      Issuer

to Furnish Trustee Information as to Names and Addresses of Securityholders. The Issuer covenants and agrees that it will furnish

or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the Holders

of the Securities of each series pursuant to Section 312 of the Trust Indenture Act of 1939:

(a)         semiannually

and not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as of such

record date and on dates to be determined pursuant to Section 2.03 for non-interest bearing Securities in each year, and

(b)         at

such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request as of a date not

more than 15 days prior to the time such information is furnished, provided, that, if and so long as the Trustee shall be the Security

registrar (the “Security Registrar”) for such series, such list shall not be required to be furnished.

Section 4.02      Reports

by the Issuer. To the extent any Securities of a series are outstanding, the Issuer shall deliver to the Trustee within 15 days after

it files them with the Commission copies of the annual reports and of the information, documents, and other reports (or copies of such

portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Issuer is required to file with

the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. The Issuer also shall comply with the other

provisions of Section 314(a) of the Trust Indenture Act of 1939, to the extent applicable. Reports, information and documents

filed with the Commission via the EDGAR system will be deemed to be delivered to the Trustee as of the time of such filing via EDGAR for

purposes of this Section 4.02. Delivery of reports, information and documents to the Trustee under this Section 4.02 is for

informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive or actual notice of any

information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of

its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). All such documents

or reports referred to in this Section 4.02 that the Issuer files with the Commission via the Commission’s EDGAR system shall

be deemed to be filed with the Trustee and transmitted to Holders at the time such documents are filed via the EDGAR system (or any successor

system).

Section 4.03      Reports

by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted

on or before each year following the date hereof, so long as any Securities are Outstanding hereunder, and shall be dated as of a date

convenient to the Trustee but no more than 60 nor less than 45 days prior thereto. The Trustee shall comply with Sections 313(b), 313(c) and

313(d) of the Trust Indenture Act of 1939.

Section 4.04      Preservation

of Information; Communication with Securityholders. (a)  The Trustee shall preserve, in as current a form as is reasonably

practicable, all information as to the names and addresses of the holders of Securities contained in the most recent list furnished to

it as provided in Section 4.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity

as Security Registrar (if acting in such capacity).

(b)         The

Trustee may destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so furnished.

may communicate as provided in Section 312(b) of the Trust Indenture Act of 1939 with other Securityholders with respect to

their rights under this Indenture or under the Securities. The Issuer, the Trustee, the Security Registrar and any other Person shall

have the protection of Section 312(c) of the Trust Indenture Act of 1939.

ARTICLE 5

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 5.01      Event

of Default Defined; Acceleration of Maturity; Waiver of Default. “Event of Default”, with respect to Securities

of any series wherever used herein, means each one of the following events which 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):

(a)         default

in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable,

and continuance of such default for a period of 30 days (or such other period as may be established for the Securities of such series

as contemplated by Section 2.03); or

(b)         default

in the payment of all or any part of the principal on any of the Securities of such series as and when the same shall become due and payable

either at maturity, upon redemption, upon acceleration or otherwise (and, if established for the Securities of such series as contemplated

by Section 2.03, the continuance of such default for a specified period); or

in the deposit of any sinking fund payment as and when due by the terms of any of the Securities of such series; or

(d)         default

in the performance, or breach, of any covenant, agreement or warranty of the Issuer in respect of the Securities of such series (other

than a covenant, agreement or warranty in respect of the Securities of such series a default in the performance or breach of which is

elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there

has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least

25% in principal amount of the Outstanding Securities of that series, a written notice specifying such default or breach and requiring

it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e)         (i) failure

to pay principal of, premium on, if any, or interest, if any, under any mortgage, indenture or instrument under which there is issued

or by which there is secured or evidenced any Debt by the Issuer or any Subsidiary of the Issuer, other than any such Debt owed to the

Issuer or any wholly-owned Subsidiary of the Issuer, whether such Debt now exists, or is created after the date of this Indenture prior

to the expiration of the grace period provided in such Debt (a “Payment Default”); or

(ii)         acceleration

of such Debt prior to its Stated Maturity,

and, in each case, the principal amount of any such Debt,

together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been

so accelerated, aggregates $80.0 million or more; or

(f)         a

court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under

any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,

custodian, trustee or sequestrator (or similar official) of the Issuer or for all or substantially all of its property and assets or ordering

the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive

days; or

(g)         the

Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or

consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession

by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part

of its property and assets, or make any general assignment for the benefit of creditors; or

(h)         any

other Event of Default provided for in such series of Securities.

If an Event of Default described in clause (a),

(b), (c), (d), (e) or (h) occurs and is continuing, then, and in each and every such case, unless the principal of all of the

Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate

principal amount of the Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in

writing to the Issuer (and also to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of

such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series)

of all Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration

the same shall become immediately due and payable.

If an Event of Default described in clause (e) occurs

and is continuing, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result

of acceleration of the Securities) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the

Holders of the Securities of such series, if within 20 days after such Event of Default arose,

(x)         the

Debt that is the basis for such Event of Default has been discharged, or

(y)         the

Holders of the Securities of such series have rescinded or waived the acceleration, notice or action (as the case may be) giving rise

to such Event of Default, or

(z)         the

default (as defined in Section 5.11) that is the basis for such Event of Default has been cured or is no longer continuing.

If an Event of Default described in clause (f) or

(g) occurs and is continuing, then and in each and every such case, the entire principal (or, if any Securities are Original Issue

Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding and

interest accrued thereon, if any, shall become immediately due and payable without any declaration or other action on the part of the

Trustee or any Holder.

The foregoing provisions, however, are subject to

the condition that if, at any time after the principal of the Securities of any series shall have been so declared due and payable, and

before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer

shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such

series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration (with interest

upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest,

at the same rate as the rate of interest specified in the Securities of such series to the date of such payment or deposit) and such amount

as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and

liabilities incurred, and all advances made, by the Trustee except as a result of gross negligence or bad faith, and if any and all Events

of Default under the Indenture with respect to such series, other than the non-payment of the principal of Securities of such series which

shall have become due solely by such acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in

every such case the Holders of a majority in aggregate principal amount of all the Securities of such series then Outstanding, by written

notice to the Issuer and to the Trustee, may waive all defaults with respect to such series and rescind and annul such declaration and

its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair

any right consequent thereon.

Unless otherwise indicated in the Board Resolution,

Officer’s Certificate or supplemental indenture for a series of Original Issue Discount Securities, for all purposes under this

Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable

pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the

principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal

thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be

due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall

constitute payment in full of such Original Issue Discount Securities.

Section 5.02      Collection

of Debt by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of

any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default

shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal

of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities of such

series or upon any redemption or by declaration or otherwise, then, upon demand of the Trustee, the Issuer will pay to the Trustee for

the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities

of such series for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and,

to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate

as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series);

and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable

compensation to the Trustee and each predecessor trustee, their respective agents, attorneys and counsel, and any expenses and liabilities

incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of its negligence or bad faith.

In case the Issuer shall fail forthwith to pay such

amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute

any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings

to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities

and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities, wherever situated,

the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings relative

to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state

bankruptcy, insolvency or other similar 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 Issuer or its property or such other obligor or its property,

or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or

to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities

shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made

any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i)         to

file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue

Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect

of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims

of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor trustee, and their respective agents,

attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each

predecessor trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative

to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor,

(ii)         unless

prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee

or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar

functions in comparable proceedings, and

(iii)         to

collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with

respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or

other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the

Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient

to cover reasonable compensation to the Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all

other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor trustee except as a result of gross

negligence or bad faith and all other amounts due to the Trustee or any predecessor trustee pursuant to Section 6.06.

Nothing herein contained shall be deemed to authorize

the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement,

adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote

in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy

or similar person.

All rights of action and of asserting claims under

this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities

of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted

by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of

the expenses, disbursements and compensation of the Trustee, each predecessor trustee and their respective agents and attorneys, shall

be for the ratable benefit of the Holders of the Securities in respect of which such action was taken.

In any proceedings brought by the Trustee (and also

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 Securities in respect to which such action was taken, and it shall not be necessary to make

any Holders of such Securities parties to any such proceedings.

Section 5.03      Application

of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following

order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon

presentation of the several Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment,

or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially

paid, or upon surrender thereof if fully paid:

FIRST: To the payment of all amounts

due to the Trustee or any predecessor trustee pursuant to Section 6.06;

SECOND: In case the principal of the

Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment

of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest

(to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest, to the extent permitted

by applicable law, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified

in such Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Securities

of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the

whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal,

and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, to the extent permitted

by applicable law, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified

in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon

the Securities of such series, then to the payment of such principal and interest, without preference or priority of principal over interest,

or of interest over principal, or of any installment of interest over any other installment of interest, or of any Security of such series

over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest; and

FOURTH: To the payment of the remainder,

if any, to the Issuer or any other Person lawfully entitled thereto.

Section 5.04      Suits

for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion

proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall

deem most effectual to protect and enforce any such rights, either at law or in equity or in bankruptcy or otherwise, whether for the

specific enforcement of any covenant or agreement contained in 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.

Section 5.05      Restoration

of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such

proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and

in every such case (subject to any determination in such proceeding) the Issuer and the Trustee shall be restored respectively to their

former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue

as though no such proceedings had been taken.

Section 5.06      Limitations

on Suits by Securityholders. No Holder of any Security of any series shall have any right by virtue or by availing of any provision

of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect

to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy

hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as

hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of such series

then Outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder

and shall have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that

may be incurred in compliance with such request and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity

shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given

to the Trustee pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the Holder of every

Security with every other Holder and the Trustee, that no one or more Holders of Securities of any series shall have any right in any

manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such

Holder of Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under

this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the

applicable series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee

shall be entitled to such relief as can be given either at law or in equity.

Section 5.07      Unconditional

Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any

Security, the right of any Holder of any Security to receive payment of the principal of and interest on such Security on or after the

respective due dates expressed in such Security in accordance with the terms hereof and thereof, or to institute suit for the enforcement

of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; it being

understood and intended, and being expressly covenanted by the Holder of every Security with every other Holder and the Trustee, that

no one or more Holders of Securities of any series shall have any right in any manner whatever by virtue or by availing of any provision

of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities, or to obtain or seek to obtain priority

over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for

the equal, ratable and common benefit of all Holders of Securities of the applicable series. For the protection and enforcement of the

provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law

or in equity.

Section 5.08      Powers

and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 5.06, no right or remedy herein

conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right or remedy, and

every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder

or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,

shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee or of any Holder

of Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any

such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 5.06,

every power and remedy given by this Indenture or by law to the Trustee or to the Holders of Securities may be exercised from time to

time, and as often as shall be deemed expedient, by the Trustee or by the Holders of Securities.

Section 5.09      Control

by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with

each series voting as a separate class) at the time Outstanding shall have the right to direct the time, method and place of conducting

any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the

Securities of such series by this Indenture; provided, that such direction shall not be otherwise than in accordance with law and the

provisions of this Indenture and provided, further, that (subject to the provisions of Section 6.01) the Trustee shall have the right

to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed

may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of

directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee

in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to

such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the

giving of said direction, it being understood that (subject to Section 6.01) the Trustee shall have no duty to ascertain whether

or not such actions or forbearances are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right

of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or

directions by Securityholders.

Section 5.10      Waiver

of Past Defaults. The Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding,

by notice to the Trustee, may on behalf of the Holders of all the Securities of such series waive any existing default in the performance

of any of the covenants contained herein or established pursuant to Section 2.03 with respect to such series and its consequences,

except an uncured default in the payment of the principal of, or interest on, any of the Securities of that series as and when the same

shall become due by the terms of such Securities; and may rescind an acceleration and its consequences, including any related payment

default that resulted from such acceleration. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Securities

of such series shall be restored to their former positions and rights hereunder, respectively, such default shall cease to exist and be

deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and

not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event

of Default or impair any right consequent thereon.

Section 5.11      Trustee

to Give Notice of Default. The Trustee shall, within 90 days after receiving written notice of the occurrence of a default with respect

to the Securities of any series, give notice of all defaults with respect to that series known to the Trustee to all Holders of Securities

of such series in the manner and to the extent provided in Section 4.03, unless in each case such defaults shall have been cured

before the mailing or publication of such notice (the term “defaults” for the purpose of this Section being hereby

defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided,

that, except in the case of default in the payment of the principal of or interest on any of the Securities of such series, or in the

payment of any sinking fund installment on such series, the Trustee shall be protected in withholding such notice if and so long as the

board of directors, the executive committee, or a trust committee of directors or trustees and/or Responsible Officers of the Trustee

in good faith determines that the withholding of such notice is in the interests of the Securityholders of such series.

Section 5.12      Right

of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security by his

or her acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement

of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,

the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion

assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the

merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to

any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in

the aggregate more than 10% in aggregate principal amount of the Securities of such series, or to any suit instituted by any Securityholder

for the enforcement of the payment of the principal of or interest on any Security of such series, on or after the respective due dates

expressed in such Security or established pursuant to this Indenture.

ARTICLE 6

CONCERNING THE TRUSTEE

Section 6.01      Duties

and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of Securities, the

Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or

waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such

duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred

(which has not been cured or waived), 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct

of his or her own affairs.

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.

Section 6.02      Certain

Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939 and subject to Section 6.01:

(a)         in

the absence of bad faith 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 statements, certificates or opinions furnished to the Trustee and conforming to the requirements

of this Indenture; but, in the case of any such statements, certificates or opinions which by any provision hereof are specifically required

to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the

requirements of this Indenture;

(b)         the

Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee,

unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;

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 pursuant to Section 5.09 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)         none

of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial

liability in the performance of any of its duties or in the exercise of any of its rights or powers if there shall be reasonable ground

for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it;

(e)         the

Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate or any other

certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, security or other paper or

document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(f)         any

request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless

other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to

the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;

(g)         the

Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect

of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(h)         the

Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction

of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee

reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby;

(i)         the

Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion,

rights or powers conferred upon it by this Indenture;

(j)         prior

to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be

bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,

notice, request, consent, order, approval, appraisal, bond, debenture, note, security, or other paper or document unless requested in

writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then

Outstanding; provided, that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely

to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the

security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities

as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee

or any predecessor trustee, shall be repaid by the Issuer upon demand;

(k)         the

Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge

thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office

of the Trustee, and such notice references the Securities, this Indenture and the specifics of such Default of Event of Default;

(l)         the

rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,

are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other

Person employed to act hereunder; and

(m)         the

Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys

not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or

attorney appointed with due care by it hereunder.

Section 6.03      Trustee

Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the

Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee

assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this

Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities

or of the proceeds thereof.

Section 6.04      Trustee

and Agents May Hold Securities; Collections, Etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or

any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee or such

agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it

would have if it were not the Trustee or such agent.

Section 6.05      Moneys

Held by Trustee. Subject to the provisions of Section 10.04 hereof, all moneys received by the Trustee shall, until used or applied

as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except

to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any

liability for interest on any moneys received by it hereunder.

Section 6.06      Compensation

and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the

Trustee shall be entitled to, such reasonable compensation (which shall not be limited by any provision of law in regard to the compensation

of a trustee of an express trust) as the Issuer and the Trustee may from time to time agree in writing and, except as otherwise expressly

provided herein, the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor trustee upon its request for all

reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this

Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons

not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer

also covenants to indemnify the Trustee and each predecessor trustee for, and to hold it harmless against, any loss, liability or expense

incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this

Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating

any claim of liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee

and each predecessor trustee and to pay or reimburse the Trustee and each predecessor trustee for expenses, disbursements and advances

shall constitute additional debt hereunder and shall survive the satisfaction and discharge of this Indenture and replacement or resignation

of the Trustee. Such additional Debt shall be a senior claim to that of the Securities upon all property and funds held or collected by

the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities, and the Securities are hereby

subordinated to such senior claim. To secure the Company’s payment of obligations in this Section 6.06, the Trustee shall have

a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to

pay principal of and interest and any premium on particular Securities.

Section 6.07      Right

of Trustee to Rely on Officer’s Certificate, Etc. Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts

of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering

or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the

absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s

Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall

be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 6.08      Disqualification;

Conflicting Interests. If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of

the Trust Indenture Act of 1939, the Trustee and the Issuer shall in all respects comply with the provisions of Section 310(b) of

the Trust Indenture Act of 1939.

Section 6.09      Persons

Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be a Person organized

and doing business under the laws of the United States of America or of any State thereof that is authorized under such laws to exercise

corporate trustee power, that is subject to supervision or examination by federal or state authorities, that has a combined capital and

surplus of at least $50,000,000 and that is eligible in accordance with the provisions of Section 310(a) of the Trust Indenture

Act of 1939. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of a federal, state

or District of Columbia 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.

Section 6.10      Resignation

and Removal; Appointment of Successor Trustee. (a)  The Trustee, or any trustee or trustees hereafter appointed, may at

any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and by mailing

notice of such resignation to the Holders of then Outstanding Securities of each series affected at their addresses as they shall appear

on the Security register. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees

with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of

which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee

shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice

of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or

any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, on

behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such

court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b)         In

case at any time any of the following shall occur:

(i)          the

Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series

of Securities after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities

of such series for at least six months; or

(ii)         the

Trustee shall cease to be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act of 1939 and

shall fail to resign after written request therefor by the Issuer or by any Securityholder; or

(iii)         the

Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged bankrupt or insolvent, or a receiver

or liquidator 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 any such case, (A) the Issuer may remove the Trustee

with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate,

executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to

the successor trustee, or, (B) subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has

been a bona fide Holder of a Security or Securities of such series for at least six months 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 with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove

the Trustee and appoint a successor trustee.

Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the

Trustee with respect to Securities of such series and, with the consent of the Issuer, appoint a successor trustee with respect to the

Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence

provided for in Section 7.01 of the action in that regard taken by the Securityholders.

(d)         Any

resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series

pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee

as provided in Section 6.11.

Section 6.11      Acceptance

of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to

the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal

of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any

further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its

predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written

request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject

to Section 10.04, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an

instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor

trustee, the Issuer 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 prior claim upon all property or funds held

or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.06.

If a successor trustee is appointed with respect

to the Securities of one or more (but not all) series, the Issuer, the predecessor trustee and each successor trustee with respect to

the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions

as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor trustee with respect

to the Securities of any series as to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee,

and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration

of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute

such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of

Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee

shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions

of Section 310(a) of the Trust Indenture Act of 1939.

Upon acceptance of appointment by any successor trustee

as provided in this Section 6.11, the Issuer shall mail notice thereof to the Holders of Securities of each series affected, by mailing

such notice to such Holders at their addresses as they shall appear on the Security register. If the acceptance of appointment is substantially

contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for

by Section 6.10. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor trustee,

the successor trustee shall cause such notice to be given at the expense of the Issuer.

Section 6.12      Merger,

Conversion, Consolidation or Succession to Business of Trustee. Any corporation into which the Trustee may be merged or converted

or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall

be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder;

provided, that such corporation shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act

of 1939 and eligible under the provisions of Section 310(a) of the Trust Indenture Act of 1939, without the execution or filing

of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

In case, at the time such successor to the Trustee

shall succeed to the trusts created by this Indenture, any of the Securities of any series shall have been authenticated but not delivered,

any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Securities so

authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee

may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such

cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that

the certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor

trustee or to authenticate Securities of any series in the name of any predecessor trustee shall apply only to its successor or successors

by merger, conversion or consolidation.

Section 6.13      Preferential

Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939,

excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act of 1939. A Trustee who has resigned

or been removed shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to the extent included therein.

ARTICLE 7

CONCERNING THE SECURITYHOLDERS

Section 7.01      Evidence

of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided

by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be

embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders

in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective

when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any

such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the Trustee

and the Issuer, if made in the manner provided in this Article.

Section 7.02      Proof

of Execution of Instruments and of Holding of Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument by a

Holder or his agent or proxy may be proved 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 Securities shall be proved by the Security register or by a

certificate of the registrar thereof. The Issuer may set a record date for purposes of determining the identity of Holders of any series

entitled to vote or consent to any action referred to in Section 7.01, which record date may be set at any time or from time to time

by notice to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than

five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, only Holders

of such series of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent. Notice

of such record date may be given before or after any request for any action referred to in Section 7.01 is made by the Issuer.

Section 7.03      Holders

to Be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or of the Trustee may deem and treat the Person in whose

name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not

such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment

of or on account of the principal of, and, subject to the provisions of this Indenture, interest on, such Security and for all other purposes;

and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All

such payments so made to any such Person, or upon his or her order, shall be valid, and, to the extent of the sum or sums so paid, effectual

to satisfy and discharge the liability for moneys payable.

Section 7.04      Securities

Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding

Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by

the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any Person directly or

indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities

with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such

determination, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent

or waiver, only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in

good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to

act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Person directly

or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities.

In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in

accordance with such advice.

Section 7.05      Right

of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.01,

of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as

the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown

by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing

written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns

such Security. Except as aforesaid, any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder

and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration

of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by

the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this

Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities

affected by such action.

ARTICLE 8

SUPPLEMENTAL INDENTURES

Section 8.01      Supplemental

Indentures Without Consent of Securityholders. The Issuer, when authorized by or pursuant to a resolution of its Board of Directors,

and the Trustee may from time to time and at any time, without the consent of any of the Securityholders, enter into an indenture or indentures

supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes:

(a)         to

convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;

(b)         to

evidence the succession of a corporation, limited liability company, partnership or trust to the Issuer, or successive successions, and

the assumption by such successor of the covenants, agreements and obligations of the Issuer pursuant to, or to otherwise comply with,

Article 9;

comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture

Act of 1939, as amended;

(d)         to

add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee

shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of

a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all

or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional

covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which

period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such

an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders

of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;

(e)         to

surrender the rights or powers of the Issuer hereunder, to cure any ambiguity, defect or inconsistency, or to conform this Indenture or

any supplemental indenture to the description of the Securities set forth in any prospectus, prospectus supplement or offering memorandum

related to such series of Securities;

(f)         to

provide for or add guarantors for the Securities of one or more series;

(g)         to

establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03;

(h)        to

evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more

series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration

of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11;

(i)         to

add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms, purposes of issue, authentication

and delivery of any series of Securities, as herein set forth;

(j)         to

make any change to the Securities of any series so long as no Securities of such series are Outstanding; and

(k)         to

make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect.

The Trustee shall join with the Issuer in the execution

of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to

accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to

enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or

otherwise.

Any supplemental indenture authorized by the provisions

of this Section may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding

any of the provisions of Section 8.02.

Section 8.02      Supplemental

Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 7) of the Holders of not less

than a majority in aggregate principal amount of the Securities at the time Outstanding of one or more series affected by such supplemental

indenture (voting as separate series), the Issuer, when authorized by a resolution of the Board of Directors, and the Trustee 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 of any supplemental indenture or of modifying in any

manner the rights of the Holders of the Securities of each such consenting series; provided, that no such supplemental indenture

shall, without the consent of the Holder of each Security so affected, (a) extend the final maturity of any Security, or reduce the

principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption

thereof, or make the principal thereof (including any amount in respect of original issue discount) or interest thereon payable in any

currency other than that provided in the Securities or in accordance with the terms thereof, or reduce the amount of the principal of

an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01

or the amount thereof provable in bankruptcy pursuant to Section 5.02, or (b) waive an uncured default in the payment of principal

of any Security or interest thereon (except in the case of a rescission of acceleration of the Securities of such series by the Holders

of at least a majority in aggregate principal amount of the Securities of such series at the time Outstanding and a waiver of the payment

default that resulted from such acceleration) or change a provision related to the waiver of past defaults or changes or impair the right

of any Securityholder to institute suit for the payment or conversion thereof or, if the Securities provide therefor, any right of repayment

at the option of the Securityholder, or (c) modify any of the provisions of this section except to increase any required percentage

or to provide that certain other provisions cannot be modified or waived without the consent of the Holder of each Security so affected,

or (d) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such

supplemental indenture or the consent of Holders of which is required for any modification, amendment or waiver of compliance with certain

provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture.

A supplemental indenture that changes or eliminates

any covenant, Event of Default or other provision of this Indenture (1) which has been expressly included solely for the benefit

of one or more particular series of Securities, if any, or (2) which modifies the rights of Holders of Securities of one or more

series with respect to any covenant, Event of Default or provision, shall be deemed not to affect the rights under this Indenture of the

Holders of Securities of any other series with respect to which such covenant, Event of Default or other provision has not been included

or so modified.

Upon the request of the Issuer, accompanied by a

Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the

consent of Securityholders as aforesaid and other documents, if any, required by Section 7.01, the Trustee shall join with the Issuer

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.

It shall not be necessary for the consent of the

Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient

if such consent shall approve the substance thereof.

Promptly after the execution by the Issuer and the

Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give a notice thereof to the Holders

of then Outstanding Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their

addresses as they shall appear on the Security register, and in each case such notice shall set forth in general terms the substance of

such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair

or affect the validity of any such supplemental indenture.

Section 8.03      Effect

of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall

be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties

and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter

be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions

of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 8.04      Documents

to Be Given to Trustee. The Trustee, subject to the provisions of Sections 6.01 and 6.02, may receive an Officer’s Certificate

and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies with

the applicable provisions of this Indenture.

Section 8.05      Notation

on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any

supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series

as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee

shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors,

to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the

Trustee and delivered in exchange for the Securities of such series then Outstanding.

ARTICLE 9

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.01      Issuer

May Consolidate, Etc., on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction

in which the Issuer is not the surviving Person) or convey, transfer or lease its properties and assets substantially as an entirety to

any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by

conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (i) shall be a corporation,

limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the United States

of America, any State thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto,

executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest

on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed;

(b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or

both, would become an Event of Default, shall have happened and be continuing; and (c) the Issuer shall have delivered to the Trustee

an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease

and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and

that all conditions precedent herein provided for relating to such transaction have been complied with.

The restrictions in this Section 9.01 shall

not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good

faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s

form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary.

Nothing contained in this Article shall apply

to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of

such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether

or not affiliated with the Issuer).

Section 9.02      Successor

Issuer Substituted. Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person or any conveyance, transfer

or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 9.01, the successor Person

formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed to,

and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor

Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of

all obligations and covenants under this Indenture and the Securities.

In case of any such consolidation, merger, sale,

lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued

as may be appropriate.

ARTICLE 10

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

Section 10.01      Satisfaction

and Discharge of Indenture; Defeasance. (a)  If at any time

(i)         the

Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder (other

than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09)

as and when the same shall have become due and payable, or

(ii)         the

Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities

of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09),

(iii)         in

the case of any series of Securities the exact amount (including the currency of payment) of principal of and interest due on which on

the dates referred to in clause (B) below can be determined at the time of making the deposit referred to in such clause,

(A)         all

the Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their

terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to

the Trustee for the giving of notice of redemption, and

(B)         the

Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds an amount (either in cash, U.S. Government

Obligations, Foreign Government Obligations or a combination of cash, on the one hand, and U.S. Government Obligations or Foreign Government

Obligations, as the case may be, on the other, and other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance

with Section 10.04) sufficient to pay on any subsequent interest payment date all interest due on such interest payment date on the

Securities of such series and to pay at maturity or upon redemption all Securities of such series (in each case other than any Securities

of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09)

not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due to such date of maturity,

as the case may be,

and if, in any such case (i), (ii) or (iii), the

Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer, including amounts due the Trustee pursuant to

Section 6.06, with respect to Securities of such series and the Issuer has delivered to the Trustee an Officer’s Certificate

and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of

this Indenture with respect to Securities of such series have been complied with, then this Indenture shall cease to be of further effect

with respect to Securities of such series (except as to (1) rights of registration of transfer, conversion and exchange of Securities

of such series and the Issuer’s right of optional redemption, (2) substitution of mutilated, defaced, destroyed, lost or stolen

Securities, (3) rights of Holders of Securities to receive, solely from the trust fund described in Section 10.01(a)(iii)(B),

payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining

rights of the Holders to receive, solely from the trust fund described in Section 10.01(a)(iii)(B), sinking fund payments, if any,

(4) the rights (including the Trustee’s rights under Section 10.05) and immunities of the Trustee hereunder and the Trustee’s

obligations under Sections 10.02 and 10.04 and (5) the obligations of the Issuer under Section 3.02), and the Trustee, on demand

of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel which complies with Section 11.05 and at the

cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with

respect to such series. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred

and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture

or the Securities of such series.

(b)         The

following subsection shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s

Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to the right to discharge of the Indenture

pursuant to subsection (a) above, the Issuer, at its option and at any time, by written notice by an officer delivered to the

Trustee, may elect to have all of its obligations discharged with all Outstanding Securities of a series (“Legal Defeasance”),

such discharge to be effective on the date that the conditions set forth in clauses (i) and (ii) and (iv) through

(x) of Section 10.01(d) are satisfied, and thereafter the Issuer shall be deemed to have paid and discharged the entire

Debt on all the Securities of such a series, and satisfied all its other obligations under such Securities and this Indenture insofar

as such Securities are concerned and this Indenture shall cease to be of further effect with respect to Securities of such series (except

as to (1) rights of registration of transfer, conversion and exchange of Securities of such series, (2) substitution of apparently

mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders of Securities to receive, solely from the trust fund

described in Section 10.01(d)(i), payments of principal thereof and interest thereon, upon the original stated due dates therefor

(but not upon acceleration) and remaining rights of the Holders to receive, solely from the trust fund described in Section 10.01(d)(i),

sinking fund payments, if any, (4) the rights (including the Trustee’s rights under Section 10.05) and immunities of the

Trustee hereunder and the Trustee’s obligations with respect to the Securities of such series under Sections 10.02 and 10.04 and

(5) the obligations of the Issuer under Section 3.02).

following subsection shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s

Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to the right to discharge of the Indenture

pursuant to subsection (a) and to Legal Defeasance pursuant to subsection (b), above, the Issuer, at its option and at

any time, by written notice executed by an officer delivered to the Trustee, may elect to have its obligations under any covenant contained

in this Indenture or in the Board Resolution or supplemental indenture relating to such series pursuant to Section 2.03 discharged

with respect to all Outstanding Securities of a series, this Indenture and any indentures supplemental to this Indenture with respect

to such series (“Covenant Defeasance”), such discharge to be effective on the date the conditions set forth in clauses (i) and

(iii) through (x) of Section 10.01(d) are satisfied, and such Securities shall thereafter be deemed to be not “Outstanding”

for the purposes of any direction, waiver, consent or declaration of Securityholders (and the consequences of any thereof) in connection

with such covenants, but shall continue to be “Outstanding” for all other purposes under this Indenture. For this purpose,

such Covenant Defeasance means that, with respect to the Outstanding Securities of a series, the Issuer may omit to comply with and shall

have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason

of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to any other provision herein or

in any other document and such omission to comply shall not constitute an Event of Default under Section 5.01(d) or otherwise,

but except as specified in this Section 10.01(c), the remainder of the Issuer’s obligations under the Securities of such series,

this Indenture, and any indentures supplemental to this Indenture with respect to such series shall be unaffected thereby.

(d)         The

following shall be the conditions to the application of Legal Defeasance under subsection (b) or Covenant Defeasance under subsection (c) to

the Securities of the applicable series:

(i)         the

Issuer irrevocably deposits or causes to be deposited in trust with the Trustee or, at the option of the Trustee, with a trustee satisfactory

to the Trustee and the Issuer under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as

trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to,

the benefit of Holders of the Outstanding Securities of such series, (A) in the case of Securities of such series denominated in

Dollars, (x) money in an amount, (y) U.S. Government Obligations that through the scheduled payment of principal and interest

in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an

amount, or (z) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public

accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which

shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and interest on such Securities

to maturity or redemption, as the case may be, and to pay all other amounts payable by the Issuer hereunder, in accordance with the terms

of this Indenture and such Securities or (B) in the case of Securities of such series denominated in a Foreign Currency, (x) money

in an amount, (y) Foreign Government Obligations that through the scheduled payment of principal and interest in respect thereof

in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (z) a

combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment

bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee

(or any such other qualifying trustee) to pay and discharge, the principal of and interest on such Securities to maturity or redemption,

as the case may be, and to pay all other amounts payable by the Issuer hereunder, in accordance with the terms of this Indenture and such

Securities;

(ii)         in

the event of an election to have Section 10.01(b) apply to any series of Securities, the Issuer shall have delivered to the

Trustee an Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue

Service a ruling or (B) following the date of this Indenture, there has been a change in the applicable federal income tax law, in

either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities

will not recognize gain or loss for federal income tax purposes as a result of the deposit, Legal Defeasance and discharge to be effected

with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times

as would be the case if such deposit, Legal Defeasance and discharge were not to occur;

(iii)         in

the event of an election to have Section 10.01(c) apply to any series of Securities, the Issuer shall have delivered to the

Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for federal income tax

purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal

income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were

not to occur;

(iv)         the

Issuer shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor any other Securities

of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit;

(v)         no

event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities shall have

occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(f) and 5.01(g) at

any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied

until after such 90th day);

(vi)       such

Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture

Act of 1939 (assuming all Securities are in default within the meaning of such act);

(vii)      such

Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement

or instrument to which the Issuer is a party or by which it is bound;

(viii)      such

Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within

the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such act or exempt from registration

thereunder;

(ix)        if

the Securities are to be redeemed prior to the stated maturity date of such Securities (other than from mandatory sinking fund payments

or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory

to the Trustee shall have been made; and

(x)         the

Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions

precedent with respect to such Legal Defeasance or Covenant Defeasance have been complied with.

After such irrevocable deposit made pursuant to this

Section 10.01(d) and satisfaction of the other conditions set forth in this subsection (d), the Trustee upon request shall

execute proper instruments acknowledging the discharge of the Issuer’s obligations pursuant to this Section 10.01.

Section 10.02      Application

by Trustee of Funds Deposited for Payment of Securities. Subject to Section 10.04, all moneys deposited with the Trustee (or

other trustee) pursuant to Section 10.01 shall be held in trust and applied by it to the payment, either directly or through any

paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities of such series for the

payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal

and interest; but such money need not be segregated from other funds except to the extent required by law.

Section 10.03      Repayment

of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of

any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities

shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further

liability with respect to such moneys.

Section 10.04      Return

of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying

agent for the payment of the principal of, interest on or additional amounts in respect of any Security of any series and not applied

but remaining unclaimed for two years after the date upon which such principal, interest or additional amount shall have become due and

payable, shall be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Securities of such series

shall thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee

or any paying agent with respect to such moneys shall thereupon cease.

Section 10.05      Indemnity

for U.S. Government Obligations and Foreign Government Obligations. The Issuer shall pay and indemnify the Trustee against any tax,

fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant

to Section 10.01 or the principal or interest received in respect of such obligations.

ARTICLE 11

MISCELLANEOUS PROVISIONS

Section 11.01      No

Recourse. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim

based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present

or future as such, of the Issuer or of any predecessor or successor corporation, either directly or through the Issuer or any such predecessor

or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment

or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations,

and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers

or directors as such, of the Issuer or of any predecessor or successor corporation, or any of them, because of the creation of the Debt

hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities

or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution

or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director as such, because

of the creation of the Debt hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture

or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for,

the execution of this Indenture and the issuance of such Securities.

Section 11.02      Provisions

of Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Indenture or in the Securities, expressed

or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the

Securities any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all

such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.

Section 11.03      Successors

and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements contained in this Indenture by

or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 11.04      Notices

and Demands on Issuer, Trustee and Holders of Securities. Any notice or demand which by any provision of this Indenture is required

or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being

deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the

Issuer is filed by the Issuer with the Trustee) to Fortive Corporation, 6920 Seaway Blvd, Everett, WA 98203, Attn: Chief Financial Officer.

Any notice, direction, request or demand by the Issuer or any Holder of Securities to or upon the Trustee shall be deemed to have been

sufficiently given or made, for all purposes, if given or made at its Corporate Trust Office, 2713 Forest Hills Road, S.W., Building 2,

Floor 2, Wilson, NC 27893, Attn: Corporate Trust and Escrow Services.

Where this Indenture provides for notice to Holders

of Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class

postage prepaid, to each Holder entitled thereto, at his or her last address as it appears in the Security register, not later than the

latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In case, by reason of the

suspension of or irregularities in regular mail service, it shall be impracticable to mail notice of any event to Holders of Securities

when said notice is required to be given pursuant to any provision of this Indenture or of the Securities, then any manner of giving such

notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to Holders

of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Global Security (or its designee), pursuant

to the Applicable Procedures of such Depositary, not later than the latest date, if any, and not earlier than the earliest date, if any,

prescribed for the giving of such notice.

In case, by reason of the suspension of or irregularities

in regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required to be given pursuant to any

provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient

giving of such notice.

Neither the failure to give notice, nor any defect

in any notice so given, to any particular Holder of a Security by mail or otherwise in accordance with the Applicable Procedures of the

applicable Depositary shall affect the sufficiency of such notice with respect to other Holders of Securities given as provided above.

Where this Indenture provides for notice in any manner,

such notice may be waived in writing by the Person entitled to receive such notice either before or after the event, and such waiver shall

be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition

precedent to the validity of any action taken in reliance upon such waiver.

Section 11.05      Officer’s

Certificates and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer to the Trustee

to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate

stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion

of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case

of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture

relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this

Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include

(a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement

as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or

opinion are based, (c) a statement that, in the opinion of such person, he or she has made such examination or investigation as is

necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with and

(d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Any certificate, statement or opinion of an officer

of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless

such officer knows that the certificate or opinion or representations with respect to the matters upon which his or her certificate, statement

or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any

certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which

is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer or officers of the

Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which

his or her certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know

that the same are erroneous.

Any certificate, statement or opinion of an officer

of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations

by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the

certificate or opinion or representations with respect to the accounting matters upon which his or her certificate, statement or opinion

may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm

of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.

Section 11.06      Payments

Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series or the

date fixed for redemption or repayment of any such Security, or the last day on which a Holder has the right to convert any Security,

shall not be a Business Day, then payment of interest or principal, or any conversion, need not be made on such date, but may be made

on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption

or on such last day for conversion, and no interest shall accrue for the period after such date.

Section 11.07      Conflict

of Any Provision of Indenture With Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits,

qualifies or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust

Indenture Act of 1939, such incorporated provision shall control.

Section 11.08      New

York Law to Govern. This Indenture and each Security shall be deemed to be a contract under the laws of the State of New York, and

for all purposes shall be governed by and construed in accordance with the laws of such State without regard to any principle of conflict

of laws that would require or permit the application of the laws of any other jurisdiction, except as may otherwise be required by mandatory

provisions of law.

Section 11.09      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, acts of war or terrorism,

civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes

or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and hacking,

cyber-attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized access; 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 11.10      Counterparts.

This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together

constitute but one and the same instrument. For all purposes of this Indenture, any supplemental indenture hereto and any document to

be signed or delivered in connection herewith or therewith, the words “execution,” “signed,” “signature,”

“delivery” and words of like import shall include electronic signatures and transmissions, including by DocuSign or other

electronic means (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,

the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), each of which shall be of the same legal effect,

validity and enforceability as a manually executed signature, physical delivery or use of a paper-based recordkeeping system, as the case

may be, and shall be deemed to be their original signatures for all purposes. For the avoidance of doubt, references in this Indenture

to manual or facsimile signatures or transmissions shall be deemed to include electronic signatures and transmissions.

Section 11.11      Effect

of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect

the construction hereof.

Section 11.12      Actions

by Successor. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board

of directors or its equivalent, committee or officer of the Issuer shall and may be done and performed with like force and effect by the

corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the Issuer.

Section 11.13      Severability.

In case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held

to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions

of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable

provision had never been contained herein or therein.

ARTICLE 12

REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.01      Applicability

of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their

maturity or to any sinking fund for the retirement of Securities of a series, except as otherwise specified, as contemplated by Section 2.03

for Securities of such series.

Section 12.02      Notice

of Redemption; Partial Redemptions. Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in

part at the option of the Issuer shall be given by first class mail, postage prepaid, or otherwise in accordance with the Applicable Procedures

of the applicable Depositary at least 10 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities

of such series at their last addresses as they shall appear upon the Security register. Any notice which is given in the manner herein

provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice

or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect

the validity of the proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall

specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption

price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities, that such redemption

is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption

will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will

cease to accrue and shall also specify, if applicable, the conversion price then in effect and the date on which the right to convert

such Securities or the portions thereof to be redeemed will expire. In case any Security of a series is to be redeemed in part only, the

notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date

fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed

portion thereof will be issued.

The notice of redemption of Securities of any series

to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name

and at the expense of the Issuer.

On or before the redemption date specified in the

notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or,

if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of

money sufficient to redeem on the redemption date all the Securities of such series so called for redemption (other than those Securities

theretofore surrendered for conversion into Common Stock in accordance with their terms) at the appropriate redemption price, together

with accrued interest to the date fixed for redemption. If any Security called for redemption is converted pursuant hereto and in accordance

with the terms thereof, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption

of such Security shall be paid to the Issuer upon the Issuer’s request, or, if then held by the Issuer, shall be discharged from

such trust. The Issuer will deliver to the Trustee at least 10 days prior to the date the required notice of redemption is to be sent

(unless a shorter time period shall be acceptable to the Trustee) an Officer’s Certificate (which need not comply with Section 11.05)

stating the aggregate principal amount of Securities to be redeemed. In case of a redemption at the election of the Issuer prior to the

expiration of any restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption

pursuant to this Section, an Officer’s Certificate stating that such restriction has been complied with.

If less than all the Securities of a series are to

be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair (and otherwise in accordance with the Applicable

Procedures of the applicable Depositary), Securities of such series to be redeemed in whole or in part. Securities may be redeemed in

part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall

promptly notify the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities of such

series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context

otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed

or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. If any Security

selected for partial redemption is surrendered for conversion after such selection, the converted portion of such Security shall be deemed

(so far as may be possible) to be the portion selected for redemption.

Section 12.03      Payment

of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities

specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption

price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in

the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions

of Securities so called for redemption shall cease to accrue, and such Securities shall cease from and after the date fixed for redemption

to be convertible into Common Stock (to the extent otherwise convertible in accordance with their terms), if applicable, and cease to

be entitled to any benefit or security under this Indenture, and except as provided in the paragraph below, the Holders thereof shall

have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed

for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice (or otherwise in accordance

with the Applicable Procedures of the applicable Depositary), said Securities or the specified portions thereof shall be paid and redeemed

by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided, that

payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holders of such Securities registered

as such on the relevant record date subject to the terms and provisions of Sections 2.03 and 2.07 hereof.

If any Security called for redemption shall not be

so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed

for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security

and, if applicable, such Security shall remain convertible into Common Stock until the principal of such Security shall have been paid

or duly provided for.

Upon presentation of any Security redeemed in part

only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense

of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion

of the Security so presented.

Section 12.04      Exclusion

of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for

redemption if they are identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee at

least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not

pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written statement as directly

or indirectly controlling or controlled by or under direct or indirect common control with the Issuer.

Section 12.05      Mandatory

and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series

is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided

for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date

on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”.

In lieu of making all or any part of any mandatory

sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities

of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer

or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid)

by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10 and, if applicable, receive credit for Securities

(not previously so credited) converted into Common Stock and so delivered to the Trustee for cancellation, (b) receive credit for

optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of

such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such

series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified

in such Securities.

On or before the 60th day next preceding each sinking

fund payment date for any series, the Issuer will deliver to the Trustee an Officer’s Certificate (which need not contain the statements

required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash

and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating that none of the

Securities of such series for which credit will be taken has theretofore been so credited, (c) stating that no defaults in the payment

of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and

(d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such

series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding

sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer

to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation

pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or reasonably promptly thereafter if acceptable to

the Trustee). Such Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally

obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment

date. Failure of the Issuer, on or before any such 60th day, to deliver such Officer’s Certificate and Securities specified in this

paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer

that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in

cash without the option to deliver or credit Securities of such series in respect thereof.

If the sinking fund payment or payments (mandatory

or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking

fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or a lesser sum in Dollars or in any

Foreign Currency if the Issuer shall so request) with respect to the Securities of any particular series, such cash shall be applied on

the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price together

with accrued interest to the date fixed for redemption. If such amount shall be $50,000 (or the equivalent thereof in any Foreign Currency)

or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or the equivalent thereof

in any Foreign Currency) is available, which delay in accordance with this paragraph shall not be a default or breach of the obligation

to make such payment. The Trustee shall select, in the manner provided in Section 12.02, for redemption on such sinking fund payment

date a sufficient principal amount of Securities of such series to which such cash may be applied, as nearly as may be, and shall (if

requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so

selected. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing), shall

cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 12.02 (and

with the effect provided in Section 12.03) for the redemption of Securities of such series in part at the option of the Issuer. The

amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next

cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this

Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such

maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series, shall be applied,

together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Securities

of such series at maturity. The Issuer’s obligation to make a mandatory or optional sinking fund payment shall automatically be

reduced by an amount equal to the sinking fund redemption price allocable to any Securities or portions thereof called for redemption

pursuant to the preceding paragraph on any sinking fund payment date and converted into Common Stock in accordance with the terms of such

Securities; provided that, if the Trustee is not the conversion agent for the Securities, the Issuer or such conversion agent shall

give the Trustee written notice on or prior to the date fixed for redemption of the principal amount of Securities or portions thereof

so converted.

On or before each sinking fund payment date, the

Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption

on Securities to be redeemed on such sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed

any Securities of a series with sinking fund moneys or give any notice of redemption of Securities for such series by operation of the

sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where

the notice of redemption of any Securities shall theretofore have been given, the Trustee shall redeem or cause to be redeemed such Securities,

provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking

fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking

fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article 5 and held

for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 5.10, or the

default cured on or before the 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on

such sinking fund payment date in accordance with this Section to the redemption of such Securities.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed as of the date first written above.

FORTIVE CORPORATION

By:

/s/ Rajesh Yadava

Name:

Rajesh Yadava

Title:

Vice President and Treasurer

TRUIST BANK,

as Trustee

By:

/s/ Patrick Giordano

Name:

Patrick Giordano

Title:

Vice President

[Signature

Page to Indenture]

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2614559d1_ex4-2.htm · Sequence: 4

Exhibit 4.2

EXECUTION VERSION

SUPPLEMENTAL INDENTURE NO. 1

Dated as of May 14, 2026

INDENTURE

Dated as of May 14, 2026

4.750% SENIOR NOTES DUE 2031

5.250% Senior

Notes due 2036

FORTIVE CORPORATION

as Issuer

TRUIST BANK

as Trustee

TABLE OF CONTENTS

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.

Relationship with Base Indenture

Section 1.02.

Definitions

Section 1.03.

Rules of Construction

ARTICLE 2

THE NOTES

Section 2.01.

Form and Dating

Section 2.02.

Issuance of Additional Notes

Section 2.03.

[Reserved]

Section 2.04.

Certificated Notes

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01.

Notice of Redemption; Selection of Notes

Section 3.02.

Notes Redeemed in Part

Section 3.03.

Optional Redemption

Section 3.04.

[Reserved]

Section 3.05.

[Reserved]

ARTICLE 4

PARTICULAR COVENANTS

Section 4.01.

Offer to Repurchase Upon Change of Control Triggering Event

ARTICLE 5

MISCELLANEOUS

Section 5.01.

[Reserved]

Section 5.02.

Trust Indenture Act Controls

Section 5.03.

Governing Law; Waiver of Jury Trial

Section 5.04.

Successors

Section 5.05.

Severability

Section 5.06.

Counterpart Originals

Section 5.07.

Table of Contents, Headings, Etc.

Section 5.08.

Concerning the Trustee

SUPPLEMENTAL INDENTURE NO. 1 (as amended, supplemented

or otherwise modified from time to time in accordance with the Base Indenture and the terms hereof, this “Supplemental Indenture”),

dated as of May 14, 2026, between Fortive Corporation, a Delaware corporation (the “Issuer”), and Truist Bank,

as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer has heretofore executed and

delivered to the Trustee an indenture, dated as of May 14, 2026 (as amended, supplemented or otherwise modified from time to time

in accordance with the terms thereof, the “Base Indenture”), providing for the issuance from time to time of one or

more series of the Issuer’s unsecured debentures, notes or other evidences of indebtedness;

WHEREAS, the Issuer desires and has requested

the Trustee pursuant to Section 8.01 of the Base Indenture to join with it in the execution and delivery of this Supplemental Indenture

in order to supplement the Base Indenture as and to the extent set forth herein to provide for the issuance and the terms of the Notes

(as defined below);

WHEREAS, the execution and delivery of this Supplemental

Indenture has been duly authorized by a Board Resolution of the Board of Directors of the Issuer; and

WHEREAS, all conditions and requirements necessary

to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled

by the parties hereto and the execution and delivery hereof have been in all respects duly authorized by the parties hereto;

NOW, THEREFORE, the Issuer and the Trustee mutually

covenant and agree for the benefit of each other and for the equal and proportionate benefit of the Holders (as defined herein) of the

Issuer’s 4.750% Senior Notes due 2031 (the “2031 Notes”) and 5.250% Senior Notes due 2036 (the “2036

Notes” and, together with the 2031 Notes, the “Notes”) as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Relationship with Base Indenture.

The terms and provisions contained in the Base Indenture (including Articles 3, 5 and 9 of the Base Indenture) will constitute, and are

hereby expressly made, a part of this Supplemental Indenture and the Issuer and the Trustee, by their execution and delivery of this

Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of

the Base Indenture conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture

will govern and be controlling in respect of the Notes. The changes, modifications and supplements to the Base Indenture effected by

this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other

Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Securities specifically

incorporates such changes, modifications and supplements.

Section 1.02. Definitions. Capitalized

terms used herein without definition shall have the respective meanings set forth in the Base Indenture. The following terms have the

meanings given to them in this Section 1.02:

“2031 Notes” has the meaning

set forth in the recitals to this Supplemental Indenture.

“2036 Notes” has the meaning

set forth in the recitals to this Supplemental Indenture.

“2031 Notes Par Call Date”

has the meaning assigned to such term in Section 3.03 hereof.

“2036 Notes Par Call Date”

has the meaning assigned to such term in Section 3.03 hereof.

“Additional Notes” has the

meaning assigned to such term in Section 2.02 hereof.

“Base Indenture” has the meaning

set forth in the recitals to this Supplemental Indenture.

“Beneficial Owner” has the

meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial

ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such

“person” will be deemed to have beneficial ownership of all securities that such “person” has the right

to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the

passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Business Day” means any day,

other than a Saturday or Sunday and that, in the City of New York, is not a day on which banking institutions are generally authorized

or obligated by law or executive order to close. If any interest payment date, maturity date or earlier redemption date is not a Business

Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall

accrue or otherwise accumulate on such payment for the intervening period.

“Change of Control” means the

occurrence of any of the following:

(1)            the

consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person”

(as that term is defined in Section 13(d)(3) of the Exchange Act) (other than (a) the Issuer or one of its Subsidiaries

or (b) any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee,

agent or other fiduciary or administrator of any such plan) becomes the Beneficial Owner, directly or indirectly, of more than 50% of

the Issuer’s Voting Stock or other Voting Stock into which its Voting Stock is reclassified, consolidated, exchanged or changed,

measured by voting power rather than number of shares; or

(2)            the

direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series

of related transactions, of all or substantially all of the Issuer’s assets and the assets of the Issuer’s subsidiaries taken

as a whole, to any “person” (as that term is defined in Section 13(d)(3) of the Exchange Act) (other than

the Issuer or one of its subsidiaries).

Notwithstanding the foregoing, (1) a transaction

will not be deemed to involve a Change of Control if (A) the Issuer becomes a direct or indirect wholly-owned Subsidiary of a holding

company and (B)(i) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction

are substantially the same as the holders of the Issuer’s Voting Stock immediately prior to that transaction or (ii) immediately

following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the Beneficial Owner,

directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control Offer” has

the meaning assigned to such term in Section 4.01 hereof.

“Change of Control Payment”

has the meaning assigned to such term in Section 4.01 hereof.

“Change of Control Payment Date”

has the meaning assigned to such term in Section 4.01 hereof.

“Change of Control Triggering Event”

has the meaning assigned to such term in Section 4.01 hereof.

“Depositary” means, with respect

to the Notes issued under this Supplemental Indenture, DTC, or any successor entity thereto.

“DTC” means The Depository

Trust Company.

“Global Notes” means, individually

and collectively, the Global Notes, in the forms of Exhibits A and B hereto issued in accordance with Section 2.01 hereof.

“Holder” means a person in

whose name a Note is registered.

“Indenture” means the Base

Indenture, as supplemented by this Supplemental Indenture, governing the Notes, together, as amended, supplemented or restated from time

to time.

“Initial Notes” means the first

$600,000,000 aggregate principal amount of the 2031 Notes and the first $500,000,000 aggregate principal amount of the 2036 Notes issued

under this Supplemental Indenture on the date hereof.

“Investment Grade Rating” means

a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent

investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Issuer.

“Issuer” has the meaning set

forth in the preamble hereof.

“Moody’s” means Moody’s

Investors Service, Inc. and its successors.

“Notes” has the meaning set

forth in the recitals to this Supplemental Indenture.

“Par Call Date” has the meaning

assigned to such term in Section 3.03 hereof.

“Paying Agent” means Truist

Bank.

“Rating Agency” means (1) each

of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the applicable series of the Notes or

fails to make a rating of the applicable series of the Notes publicly available for reasons outside of the Issuer’s control, a

“nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the

Exchange Act selected by the Issuer (as certified by a resolution of the Issuer’s Board of Directors) as a replacement agency for

Moody’s or S&P, or both of them, as the case may be.

“Ratings Event” means the rating

on the applicable series of Notes is lowered by each of the Rating Agencies and such series of Notes is rated below an Investment Grade

Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating

of the applicable series of Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after

the earlier of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or

the Issuer’s intention to effect a Change of Control; provided, however, that a Ratings Event otherwise arising by

virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus

will not be deemed a Ratings Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making

the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing

at the Issuer’s or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of

or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred

at the time of the Ratings Event).

“S&P” means S&P Global

Ratings Services (a division of S&P Global Inc.), and its successors.

“Supplemental Indenture” has

the meaning set forth in the preamble hereof.

“Treasury Rate” means, with

respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs:

(a) The Treasury Rate applicable to the

redemption of Notes of a series shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on

U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding

the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent

statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)

- H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury

constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the applicable

Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to

the period from the applicable redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if

there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one yield corresponding

to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15

immediately longer than the Remaining Life—and shall interpolate to the applicable Par Call Date on a straight-line basis (using

the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury

constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15

closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall

be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity

from the applicable redemption date.

(b) If on the third business day preceding

the applicable redemption date H.15 TCM is no longer published, the Issuer shall calculate the Treasury Rate applicable to such redemption

based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business

day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable

Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two

or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity

date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Issuer shall select

the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States

Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of

the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury

security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities

at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield

to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed

as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three

decimal places.

“Trustee” has the meaning set

forth in the preamble hereof.

“Voting Stock” means, with

respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date,

the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Section 1.03. Rules of Construction.

The provisions of Section 1.02 (Rules of Construction) of the Base Indenture shall apply to this Supplemental Indenture, mutatis

mutandis.

ARTICLE 2

THE NOTES

Section 2.01. Form and Dating.

(a) In accordance with Sections 2.01 and 2.03 of the Base Indenture, the Issuer hereby creates the Notes as a separate series of

its Securities issued pursuant to the Base Indenture. The Notes and the Trustee’s certificate of authentication included thereon

will be substantially in the form of Exhibit A with respect to the 2031 Notes and Exhibit B with respect to the 2036 Notes.

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the

date of its authentication. Each series of the Notes will initially be issued in the form of one or more registered Global Securities,

without coupons, in minimum denominations of $2,000 with integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes

will constitute, and are hereby expressly made, a part of this Supplemental Indenture, and the Issuer and the Trustee, by their execution

and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent

any provision of this Supplemental Indenture or any Note conflicts with the express provisions of the Base Indenture, the provisions

of this Supplemental Indenture or the Notes, as the case may be, will govern and be controlling.

(b) Each series of the Notes issued in global

form will be substantially in the form of Exhibit A or Exhibit B, as applicable, attached hereto. Each Global Note will represent

such of the outstanding Notes of such series as will be specified therein and each will provide that it will represent the aggregate

principal amount of outstanding Notes of such series from time to time endorsed thereon and that the aggregate principal amount of outstanding

Notes of such series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.

Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes

of such series represented thereby will be made by the Trustee or the custodian of the Notes, at the direction of the Trustee, in accordance

with written instructions given by the Holder thereof. The Issuer initially appoints DTC to act as Depositary with respect to the Global

Notes of each series.

or convertible into the Common Stock of the Issuer or any other security.

(d) The following legends will appear on

the face of all Global Notes issued under this Supplemental Indenture.

“THIS SECURITY IS A REGISTERED GLOBAL SECURITY

WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,

WHICH MAY BE TREATED BY THE ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER 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 HEREON 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 SINCE THE REGISTERED

OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED

TO TRANSFERS IN WHOLE, BUT NOT IN PART, 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.”

Section 2.02. Issuance of Additional Notes.

The Issuer will be entitled, upon delivery to the Trustee of an Issuer Order, Officer’s Certificate and an Opinion of Counsel,

to issue Additional Notes of any series issued under this Supplemental Indenture which will have identical terms as the relevant Initial

Notes issued on the date hereof, other than with respect to the date of issuance, the issue price and, in some cases, the first interest

payment date (“Additional Notes”); provided that the Issuer is in compliance with the covenants contained in

this Supplemental Indenture and the Base Indenture. Each series of the Initial Notes issued on the date hereof and any Additional Notes

of the same series issued will be treated as a single class for all purposes under this Supplemental Indenture; provided that,

if any such Additional Notes subsequently issued are not fungible for U.S. federal income tax purposes with the Initial Notes of the

same series previously issued, such Additional Notes shall be issued under a separate CUSIP, ISIN and/or any other identifying number,

but shall otherwise be treated as a single class with the relevant Initial Notes issued under this Supplemental Indenture.

With respect to any Additional Notes, the Issuer

shall provide to the Trustee Board Resolutions and an Officer’s Certificate which shall contain the following information:

(a) the aggregate principal amount of such

Additional Notes to be authenticated and delivered pursuant to this Supplemental Indenture; and

(b) the issue price, the issue date, the

initial interest payment date and the CUSIP number and/or ISIN of such Additional Notes.

Section 2.03. [Reserved.]

Section 2.04. Certificated Notes.

If DTC is at any time unwilling, unable or no longer qualified to continue as Depositary, and a successor depositary is not appointed

by the Issuer within 90 days, the Issuer will issue Notes of like tenor in minimum denominations of $2,000 principal amount and integral

multiples of $1,000 in excess thereof, in definitive form in exchange for an applicable registered Global Note that had been held by

the Depositary. Any Notes issued in definitive form in exchange for a registered Global Note will be registered in the name or names

that the Depositary gives to the Trustee or other relevant agent of the Trustee. It is expected that the Depositary’s instructions

will be based upon directions received by the Depositary from participants with respect to ownership of beneficial interests in the applicable

registered Global Note that had been held by the Depositary. In addition, if (x) there has occurred and is continuing an Event of

Default with respect to the Notes or (y) the Issuer, at its option, notifies the Trustee in writing that the Notes shall no longer

be represented by a Global Note and it is electing to cause the issuance of certificated Notes, the Issuer may at any time issue Notes

in definitive form in exchange for such Global Note pursuant to the procedure described above.

Payments (including principal, premium and interest)

with respect to certificated Notes will be made by the Paying Agent and transfers with respect to certificated Notes may be made at the

office or agency of the Security Registrar. The Issuer may also choose to pay interest by check mailed to the Holders thereof at the

respective addresses set forth in the register of Holders of the Notes (maintained by the Security Registrar); provided that all

payments (including principal, premium and interest) on certificated Notes, for which the Holders thereof have given wire transfer instructions,

will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. No service

charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover

any tax or other governmental charge payable in connection therewith.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01. Notice of Redemption; Selection

of Notes. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted

in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder

of the applicable series of Notes to be redeemed setting forth the information to be stated

in such notice as provided in Article 12 of the Base Indenture and may, at the Issuer’s discretion, be subject to one or more

conditions precedent including any related Change of Control or other corporate transactions. In addition, if such redemption is subject

to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall

state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall

be satisfied or waived (provided that in no event shall such redemption date be delayed to a date later than 60 days after the date on

which such notice was transmitted), or such redemption may not occur and such notice may be rescinded in the event that any or all such

conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed. If less than all

of the applicable series of Notes are to be redeemed, selection of the applicable series of the Notes for redemption will be made pro

rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair and in accordance with the procedures

of DTC. If any Note of any series is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion

of the principal amount of the applicable Note to be redeemed. A new Note of any series in a principal amount equal to the unredeemed

portion of the applicable Note will be issued in the name of the Holder of such Note upon surrender for cancellation of such original

Note. For so long as any series of Notes are held by DTC (or another Depositary), the redemption of such series of Notes shall be done

in accordance with the policies and procedures of the Depositary.

Section 3.02. Notes Redeemed in Part.

No Notes of any series of a principal amount of $2,000 or less may be redeemed in part.

Section 3.03. Optional Redemption.

(a) Prior to April 15, 2031, in the case of the 2031 Notes (one month prior to the maturity date

of the 2031 Notes) (the “2031 Notes Par Call Date”), and prior to February 15, 2036, in the case of the 2036

Notes (three months prior to the maturity date of the 2036 Notes) (the “2036 Notes Par Call Date” and, together with

the 2031 Notes Par Call Date, the “Par Call Dates” and each, a “Par Call Date”), the Issuer may

redeem the applicable series of Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed

as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the

sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming

the Notes matured on their applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)

at a rate equal to the applicable Treasury Rate plus 15 basis points with respect to the 2031 Notes and 15 basis points with respect

to the 2036 Notes, in each case, less (b) interest accrued to, but not including, the redemption date; and

(2)100% of the principal amount of the Notes to

be redeemed,

plus, in either case, accrued

and unpaid interest thereon to, but not including, the redemption date.

(b) On or after

the applicable Par Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time,

at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to,

but not including, the redemption date.

will deliver or cause to be delivered to the Trustee (i) an Officer’s Certificate or Opinion of Counsel stating that the conditions

precedent to the Issuer’s right to so redeem have occurred and (ii) an Officer’s Certificate setting forth the redemption

price, showing the calculation in reasonable detail. The Issuer’s actions and determinations in determining

the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Section 3.04. [Reserved]

Section 3.05. [Reserved]

ARTICLE 4

PARTICULAR COVENANTS

The covenant set forth in this Article 4

shall be applicable to the Issuer in addition to the covenants in Article 3 of the Base Indenture, which shall in all respects be

applicable in respect of the Notes.

Section 4.01. Offer to Repurchase Upon

Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless, with respect to any series of

Notes, the Issuer has exercised its option to redeem such series of Notes pursuant to Section 3.03, Holders of each series of Notes

will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral

multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change

of Control Offer”) on the terms set forth in the Notes. In the Change of Control Offer, the Issuer will be required to offer

payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the

Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days

following any Change of Control Triggering Event, or, at the Issuer’s option, prior to the date of the consummation of any Change

of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Issuer shall

mail a notice to Holders of each applicable series of Notes, with a copy to the Trustee, describing the transaction or transactions that

constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the

notice, which date shall be no earlier than 10 days and no later than 60 days from the date such notice is mailed (the “Change

of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall,

if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change

of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Issuer must comply with the requirements

of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations

are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that

the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the

Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under

this Section 4.01 or the Change of Control Triggering Event provisions of the Notes by virtue of any such conflicts.

“Change of Control Triggering Event”

means the occurrence of both a Change of Control and a Ratings Event. No Change of Control Triggering Event will be deemed to have occurred

in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

(b) On the Change of Control Payment Date,

the Issuer shall, to the extent lawful:

(i) accept for payment all Notes

or portions of Notes properly tendered pursuant to the Change of Control Offer;

(ii) deposit with a paying agent

appointed by the Issuer in connection with a Change of Control Offer an amount equal to the Change of Control Payment in respect of all

Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered

to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes

or portions of Notes being repurchased.

in connection with a Change of Control Offer will promptly pay to each Holder of Notes of each applicable series properly tendered the

Change of Control Payment for such Notes, and the Trustee will promptly authenticate (or cause to be transferred by book-entry) a new

Note of such series equal in principal amount to any unpurchased portion of any Notes of such series surrendered; provided that

each new Note will be in a principal amount of equal to $2,000 or an integral multiple of $1,000 in excess thereof.

(d) Notwithstanding anything to the contrary

in this Section 4.01, the Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control

Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the

requirements for an offer made by the Issuer and the third party repurchases all Notes properly tendered and not withdrawn under the

Change of Control Offer.

(e) The Issuer shall not purchase any Notes

if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Base Indenture or this Supplemental

Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

ARTICLE 5

MISCELLANEOUS

Section 5.01. [Reserved]

Section 5.02. Trust Indenture Act Controls.

This Supplemental Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act of 1939 that are required

to be part of and to govern indentures qualified under the Trust Indenture Act of 1939.

Section 5.03. Governing Law; Waiver of

Jury Trial. This Supplemental Indenture and the Notes are governed by and construed in accordance with the laws of the State of New

York.

EACH OF THE ISSUER 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 SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Each of the parties hereto agrees that any legal

action or proceeding with respect to or arising out of this Supplemental Indenture may be brought in or removed to the courts of the

State of New York or of the United States of America, in each case located in the borough of Manhattan, the City of New York. By execution

and delivery of this Supplemental Indenture, each of the parties hereto accepts, for themselves and in respect of their property, generally

and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each of the parties hereto, other than the Trustee, irrevocably

consents to the service of process out of any of the aforementioned courts in any manner permitted by law. Nothing herein shall affect

the right of any party to bring legal action or proceedings in any other competent jurisdiction. Each of the parties hereto hereby waives

any right to stay or dismiss any action or proceeding under or in connection with this Supplemental Indenture brought before the foregoing

courts on the basis of forum non-conveniens.

Section 5.04. Successors. All agreements

of the Issuer in this Supplemental Indenture and the Notes will bind its successors. All agreements of the Trustee in this Supplemental

Indenture will bind its successors.

Section 5.05. Severability. In case

any provision in this Supplemental Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability

of the remaining provisions will not in any way be affected or impaired thereby.

Section 5.06. Counterpart Originals.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together

represent the same agreement. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by facsimile

or other electronic imaging means (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform

Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) shall be

effective as delivery of a manually executed counterpart of this Supplemental Indenture.

Section 5.07. Table of Contents, Headings,

Etc. The Table of Contents and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience

of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms

or provisions hereof.

Section 5.08. Concerning the Trustee.

The rights, privileges, protections, immunities and benefits given to the Trustee under the Base Indenture, including, without limitation,

its right to be indemnified, are hereby incorporated herein as if set forth herein in full. The recitals contained herein shall be taken

as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations

as to the validity or sufficiency of this Supplemental Indenture.

[Signatures on following page]

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused

this Supplemental Indenture to be duly executed, all as of the date first written above.

FORTIVE CORPORATION

By:

/s/

Rajesh Yadava

Name: Rajesh Yadava

Title:   Vice President and Treasurer

[Signature Page to

Supplemental Indenture No. 1]

TRUIST BANK, AS TRUSTEE

By:

/s/ Patrick Giordano

Name: Patrick Giordano

Title:   Vice President

[Signature Page to Supplemental Indenture

No. 1]

Exhibit A

[FORM OF] FACE OF NOTE

[GLOBAL SECURITY LEGEND]

THIS SECURITY IS A REGISTERED GLOBAL SECURITY

WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,

WHICH MAY BE TREATED BY THE ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER 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 HEREON 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 SINCE THE REGISTERED

OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED

TO TRANSFERS IN WHOLE, BUT NOT IN PART, 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.

4.750% SENIOR NOTE DUE 2031

FORTIVE CORPORATION

CUSIP No. 34959J AN8

ISIN US34959JAN81

No. [●]

$[●]

Interest. FORTIVE CORPORATION, a Delaware

corporation (herein called the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered

assigns, the principal sum of [●] United States Dollars ($[●]), as revised by the Schedule of Increases or Decreases attached

hereto, on May 15, 2031 and to pay interest thereon from May 14, 2026 or from the most recent interest payment date to which

interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing November 15,

2026, at the rate of 4.750% per annum, until the principal hereof is paid or made available for payment. Interest shall be calculated

on the basis of a 360-day year consisting of twelve 30-day months.

Method of Payment. The interest so payable,

and punctually paid or duly provided for, on any interest payment date will, as provided in the Indenture (as defined on the reverse

hereof), be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the

relevant record date for such interest, which shall be the May 1 and November 1, as the case may be, next preceding such interest

payment date.

Reference is hereby made to the further provisions

of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at

this place.

Authentication. Unless the certificate

of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security

shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this

instrument to be duly executed.

Dated: May 14, 2026

FORTIVE CORPORATION

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated

therein referred to in the within-mentioned Indenture.

Date of authentication: May 14, 2026

TRUIST BANK, AS TRUSTEE

By:

Authorized Signatory

[FORM OF] REVERSE OF NOTE

4.750% Senior Notes due 2031

Capitalized terms used herein have the meanings

assigned to them in the Indenture referred to below unless otherwise indicated.

(1) PAYING AGENT AND SECURITY REGISTRAR.

Initially, Truist Bank will act as Paying Agent and Truist Bank will act as Security Registrar. The Issuer may change the Paying Agent

or Security Registrar without prior notice to the Holders of the Notes. The Issuer or any of its Subsidiaries may act as Paying Agent

or Security Registrar.

(2) INDENTURE. The Issuer issued

the Notes under an Indenture dated as of May 14, 2026 (the “Base Indenture”), as supplemented by Supplemental Indenture

No. 1, dated as of May 14, 2026 (the “Supplemental Indenture” and, the Base Indenture, as supplemented by the Supplemental

Indenture, the “Indenture”), between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture

and those made part of the Indenture by reference to the Trust Indenture Act of 1939. The Notes are subject to all such terms, and Holders

are referred to the Indenture and the Trust Indenture Act of 1939 for a statement of such terms. To the extent any provision of this

Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture

does not limit the aggregate principal amount of Notes that may be issued thereunder.

(3) OPTIONAL REDEMPTION. The Notes

are subject to optional redemption by the Issuer as provided in Article 3 of the Supplemental Indenture.

(4) MANDATORY REDEMPTION. The Issuer

is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(5) OFFER TO REPURCHASE UPON CHANGE OF

CONTROL TRIGGERING EVENT. Upon the occurrence of a Change of Control Triggering Event, the Issuer will be required to make an offer

to repurchase the Notes as provided in Section 4.01 of the Supplemental Indenture.

(6) DENOMINATIONS, TRANSFER, EXCHANGE.

The Notes are in registered form in denominations of $2,000 or an integral multiple of $1,000 in excess thereof. The transfer of

Notes may be registered and Notes may be exchanged as provided in the Indenture. The Security Registrar and the Trustee may require a

Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuer need not exchange or register the

transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.

Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed

or during the period between a record date and the next succeeding interest payment date.

No service charge shall be made for any such registration

of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable

in connection therewith.

(7) PERSONS DEEMED OWNERS. The registered

Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(8) AMENDMENT, SUPPLEMENT AND WAIVER.

The Notes are subject to the amendment, supplement and waiver provisions set forth in Article 8 and Section 5.10 of the

Base Indenture.

(9) DEFAULTS AND REMEDIES. The Events

of Default and remedies of the Holders pertaining to the Notes are set forth in Article 5 of the Indenture.

(10) TRUSTEE DEALINGS WITH ISSUER.

The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or

its affiliates, and may otherwise deal with the Issuer or its affiliates, as if it were not the Trustee.

(11) NO RECOURSE AGAINST OTHERS. No director,

officer, employee, incorporator or stockholder of the Issuer, as such, will have any liability for any obligations of the Issuer under

the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of

Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of

the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

(12) AUTHENTICATION. This Note will not

be valid until authenticated by the manual or electronic signature of the Trustee or an authenticating agent.

(13) ABBREVIATIONS. Customary abbreviations

may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT

TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors

Act).

(14) CUSIP NUMBERS/ISIN. Pursuant to a

recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers and ISINs

to be printed on the Notes, and the Trustee may use CUSIP numbers and ISINs in notices of redemption as a convenience to Holders. No

representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption,

and reliance may be placed only on the other identification numbers placed thereon.

(15) GOVERNING LAW. THE INDENTURE AND THIS

NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax

I.D. no.)

(Print or type assignee’s name, address

and zip code)

and irrevocably appoint to transfer this Note on the books of the

Issuer. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this

Note)

Signature Guarantee*:

*   Participant

in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF INCREASES OR DECREASES

The following increases or decreases in this Note

have been made:

Date of

Exchange

Amount of

increase in

Principal of this

Note

Amount of

decrease in

Principal of this

Note

Principal of this

Note following

each decrease or

increase

Signature of

authorized

signatory of

Trustee

FORM OPTION OF HOLDER TO ELECT REPURCHASE

If you want to elect to have this Note purchased

by the Issuer pursuant to Section 4.01 (Change of Control) of the Supplemental Indenture, check the box:

If you want to elect to have only part of this

Note purchased by the Issuer pursuant to Section 4.01 of the Supplemental Indenture, state the amount:

Date:

Your Signature:

(Sign exactly as your name appears on the other side of the Note)

Signature Guarantee:

Signature must be guaranteed by a participant in a recognized signature

guaranty medallion program or other signature guarantor acceptable to the Trustee.

Exhibit B

[FORM OF] FACE OF NOTE

[GLOBAL SECURITY LEGEND]

THIS SECURITY IS A REGISTERED GLOBAL SECURITY

WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,

WHICH MAY BE TREATED BY THE ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER 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 HEREON 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 SINCE THE REGISTERED

OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED

TO TRANSFERS IN WHOLE, BUT NOT IN PART, 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.

5.250% SENIOR NOTE DUE 2036

FORTIVE CORPORATION

CUSIP No. 34959J AP3

ISIN US34959JAP30

No. [●]

$[●]

Interest. FORTIVE CORPORATION, a Delaware

corporation (herein called the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered

assigns, the principal sum of [●] United States Dollars ($[●]), as revised by the Schedule of Increases or Decreases attached

hereto, on May 15, 2036 and to pay interest thereon from May 14, 2026 or from the most recent interest payment date to which

interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing November 15,

2026, at the rate of 5.250% per annum, until the principal hereof is paid or made available for payment. Interest shall be calculated

on the basis of a 360-day year consisting of twelve 30-day months.

Method of Payment. The interest so payable,

and punctually paid or duly provided for, on any interest payment date will, as provided in the Indenture (as defined on the reverse

hereof), be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the

relevant record date for such interest, which shall be the May 1 and November 1, as the case may be, next preceding such interest

payment date.

Reference is hereby made to the further provisions

of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at

this place.

Authentication. Unless the certificate

of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security

shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this

instrument to be duly executed.

Dated: May 14, 2026

FORTIVE CORPORATION

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated

therein referred to in the within-mentioned Indenture.

Date of authentication: May 14, 2026

TRUIST BANK, AS TRUSTEE

By:

Authorized Signatory

[FORM OF] REVERSE OF NOTE

5.250% Senior Notes due 2036

Capitalized terms used herein have the meanings

assigned to them in the Indenture referred to below unless otherwise indicated.

(1) PAYING AGENT AND SECURITY REGISTRAR.

Initially, Truist Bank will act as Paying Agent and Truist Bank will act as Security Registrar. The Issuer may change the Paying Agent

or Security Registrar without prior notice to the Holders of the Notes. The Issuer or any of its Subsidiaries may act as Paying Agent

or Security Registrar.

(2) INDENTURE. The Issuer issued

the Notes under an Indenture dated as of May 14, 2026 (the “Base Indenture”), as supplemented by Supplemental Indenture

No. 1, dated as of May 14, 2026 (the “Supplemental Indenture” and, the Base Indenture, as supplemented by the Supplemental

Indenture, the “Indenture”), between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture

and those made part of the Indenture by reference to the Trust Indenture Act of 1939. The Notes are subject to all such terms, and Holders

are referred to the Indenture and the Trust Indenture Act of 1939 for a statement of such terms. To the extent any provision of this

Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture

does not limit the aggregate principal amount of Notes that may be issued thereunder.

(3) OPTIONAL REDEMPTION. The Notes

are subject to optional redemption by the Issuer as provided in Article 3 of the Supplemental Indenture.

(4) MANDATORY REDEMPTION. The Issuer

is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(5) OFFER TO REPURCHASE UPON CHANGE OF

CONTROL TRIGGERING EVENT. Upon the occurrence of a Change of Control Triggering Event, the Issuer will be required to make an offer

to repurchase the Notes as provided in Section 4.01 of the Supplemental Indenture.

(6) DENOMINATIONS, TRANSFER, EXCHANGE.

The Notes are in registered form in denominations of $2,000 or an integral multiple of $1,000 in excess thereof. The transfer of

Notes may be registered and Notes may be exchanged as provided in the Indenture. The Security Registrar and the Trustee may require a

Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuer need not exchange or register the

transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.

Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed

or during the period between a record date and the next succeeding interest payment date.

No service charge shall be made for any such registration

of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable

in connection therewith.

(7) PERSONS DEEMED OWNERS. The registered

Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(8) AMENDMENT, SUPPLEMENT AND WAIVER.

The Notes are subject to the amendment, supplement and waiver provisions set forth in Article 8 and Section 5.10 of the

Base Indenture.

(9) DEFAULTS AND REMEDIES. The Events

of Default and remedies of the Holders pertaining to the Notes are set forth in Article 5 of the Indenture.

(10) TRUSTEE DEALINGS WITH ISSUER.

The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or

its affiliates, and may otherwise deal with the Issuer or its affiliates, as if it were not the Trustee.

(11) NO RECOURSE AGAINST OTHERS. No director,

officer, employee, incorporator or stockholder of the Issuer, as such, will have any liability for any obligations of the Issuer under

the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of

Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of

the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

(12) AUTHENTICATION. This Note will not

be valid until authenticated by the manual or electronic signature of the Trustee or an authenticating agent.

(13) ABBREVIATIONS. Customary abbreviations

may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT

TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors

Act).

(14) CUSIP NUMBERS/ISIN. Pursuant to a

recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers and ISINs

to be printed on the Notes, and the Trustee may use CUSIP numbers and ISINs in notices of redemption as a convenience to Holders. No

representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption,

and reliance may be placed only on the other identification numbers placed thereon.

(15) GOVERNING LAW. THE INDENTURE AND THIS

NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print

or type assignee’s name, address and zip code)

and irrevocably appoint to transfer this Note on the books of the

Issuer. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this

Note)

Signature Guarantee*:

*   Participant

in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF INCREASES OR DECREASES

The following increases or decreases in this Note

have been made:

Date of

Exchange

Amount of

increase in

Principal of this

Note

Amount of

decrease in

Principal of this

Note

Principal of this

Note following

each decrease or

increase

Signature of

authorized

signatory of

Trustee

FORM OPTION OF HOLDER TO ELECT REPURCHASE

If you want to elect to have this Note purchased

by the Issuer pursuant to Section 4.01 (Change of Control) of the Supplemental Indenture, check the box:

If you want to elect to have only part of this

Note purchased by the Issuer pursuant to Section 4.01 of the Supplemental Indenture, state the amount:

Date:

Your Signature:

(Sign exactly as your name appears on the other side of the Note)

Signature Guarantee:

Signature must be guaranteed by a participant in a recognized signature

guaranty medallion program or other signature guarantor acceptable to the Trustee.

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2614559d1_ex5-1.htm · Sequence: 5

Exhibit 5.1

Skadden,

Arps, Slate, Meagher & Flom llp

One Manhattan West

New York,

NY 10001

________

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

FIRM/AFFILIATE

OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

ABU DHABI

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SINGAPORE

TOKYO

TORONTO

May 14, 2026

Fortive Corporation

6920 Seaway Blvd

Everett, WA 98203

RE: Fortive Corporation

Registration Statement on Form S-3

Ladies and Gentlemen:

have acted as special United States counsel to Fortive Corporation, a Delaware corporation (the

“Company”), in connection with the public offering of $600,000,000

aggregate principal amount of the Company’s 4.750% Senior Notes due 2031 and $500,000,000 aggregate principal amount of the Company’s

5.250% Senior Notes due 2036 (collectively referred to herein as the “Notes”)

to be issued under the Indenture, dated as of May 14, 2026 (the “Base Indenture”), between the Company and Truist Bank,

as trustee (in such capacity, the “Trustee”), as supplemented by the Supplemental Indenture No. 1 (the “Supplemental

Indenture” and, together with the Base Indenture, the “Indenture”), dated as of May 14, 2026, between the

Company and the Trustee.

This

opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of

1933 (the “Securities Act”).

In rendering the opinions stated herein, we have

examined and relied upon the following:

(a)               the

registration statement on Form S-3 (File No. 333-272489) of the Company relating to debt securities and other securities of the Company

filed on June 7, 2023 with the Securities and Exchange Commission (the “Commission”)

under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities

Act (the “Rules and Regulations”), including the information deemed to be

a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement, as so amended,

being hereinafter referred to as the “Registration Statement”);

Fortive Corporation

May 14, 2026

Page 2

(b)

the prospectus, dated June 7, 2023 (the “Base Prospectus”), which forms

a part of and is included in the Registration Statement;

(c)

the preliminary prospectus supplement, dated May 12, 2026 (together with the Base Prospectus, the “Preliminary

Prospectus”), relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of

the Rules and Regulations;

(d)

the prospectus supplement, dated May 12, 2026 (together with the Base Prospectus, the “Prospectus”),

relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(e)

an executed copy of the Underwriting Agreement, dated May 12, 2026 (the “Underwriting

Agreement”), among the Company and Morgan Stanley & Co. LLC, Barclays Capital Inc., J.P. Morgan Securities LLC and

Scotia Capital (USA) Inc., as managers of the several underwriters set forth on Schedule II thereto (the “Underwriters”),

relating to the sale by the Company to the Underwriters of the Notes;

(f)                an

executed copy of the Indenture;

(g)

the global certificates evidencing the Notes, executed by the Company and registered in the name of Cede & Co. (the “Note

Certificates”), delivered by the Company to the Trustee for authentication and delivery;

(h)

an executed copy of a certificate of Daniel B. Kim, Vice President, Associate General Counsel and Secretary of the Company, dated

the date hereof (the “Secretary’s Certificate”);

(i)                a

copy of the Company’s Certificate of Incorporation certified by the Secretary of State of the State of Delaware as of May 8,

2026, and certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred to

below and as of the date hereof;

(j)                a

copy of the Company’s Bylaws, as amended and restated and certified pursuant to the Secretary’s Certificate as being in effect

on the date of the resolutions referred to below and as of the date hereof; and

(k)

a copy of certain resolutions of the Board of Directors of the Company, adopted on February 25, 2026, certified pursuant to the

Secretary’s Certificate.

Fortive Corporation

May 14, 2026

Page 3

We have also examined originals or copies, certified

or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials,

certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate

as a basis for the opinions stated below.

In our examination, we have assumed the genuineness

of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all

documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,

certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated

herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives

of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate

and the factual representations and warranties contained in the Underwriting Agreement.

do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the

General Corporation Law of the State of Delaware (the “DGCL”) (all of the foregoing being referred to as “Opined-on

Law”).

used herein, “Transaction Documents” means the Underwriting Agreement,

the Indenture and the Note Certificates.

Based upon the foregoing and subject to the qualifications

and assumptions stated herein, we are of the opinion that the Note Certificates have been duly authorized by all requisite corporate action

on the part of the Company and duly executed by the Company under the DGCL, and when duly authenticated by the Trustee and issued and

delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Note

Certificates will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms

under the laws of the State of New York.

The opinion stated herein is subject to the following

assumptions and qualifications:

(a)

we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization,

moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally,

and the opinions stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether

enforcement is sought in equity or at law);

(b)

we do not express any opinion with respect to any law, rule, regulation or order that is applicable to any party to any of the

Transaction Documents or the transactions contemplated thereby solely because such law, rule, regulation or order is part of a regulatory

regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or

such affiliates;

Fortive Corporation

May 14, 2026

Page 4

(c)

except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents

constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance

with its terms;

(d)

we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating

to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions

having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules, regulations or orders,

or to the extent any such provision purports to waive or alter, or has the effect of waiving or altering, any statute of limitations;

(e)

we do not express any opinion whether the execution or delivery of any Transaction Document by the Company, or the performance

by the Company of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant, restriction

or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company

or any of its subsidiaries;

(f)                the

opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein (the “Specified

Documents”) without regard to any agreement or other document referenced in any Specified Document (including agreements or

other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating

to any Specified Document that is not a Transaction Document;

(g)

we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to

hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of

disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of

the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;

(h)

to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions

contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject

to, in each case, (i) the exceptions and limitations in New York General Obligations Law Sections 5-1401 and 5-1402 and (ii) principles

of comity and constitutionality; and

(i)                this opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions

in transactions of this type.

Fortive Corporation

May 14, 2026

Page 5

In addition, in rendering the foregoing opinions

we have also assumed that, at all applicable times:

(a)

neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations

thereunder, including the issuance and sale of the Notes: (i) constituted or will constitute a violation of, or a default under, any lease,

indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make the assumption set

forth in this clause (i) with respect to those agreements or instruments expressed to be governed by the laws of the State of New York

which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2025), (ii) contravened or will contravene any order or decree of any governmental authority to which the Company or its

property is subject, or (iii) violated or will violate any law, rule or regulation to which the Company or its property is subject (except

that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and

(b)

neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations

thereunder, including the issuance and sale of the Notes, required or will require the consent, approval, licensing or authorization of,

or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

We hereby consent to the reference to our firm

under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby

admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.

We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on

Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. This opinion letter is expressed

as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the

facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

MJS

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May 12, 2026

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Entity File Number

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Entity Registrant Name

Fortive

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Entity Central Index Key

0001659166

Entity Tax Identification Number

47-5654583

Entity Incorporation, State or Country Code

Entity Address, Address Line One

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Trading Symbol

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3.700% Notes dues 2029 [Member]

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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dei_DocumentType

Namespace Prefix:

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Data Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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- Definition

Name of the City or Town

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

Name:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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Data Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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