Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

by and among

L3HARRIS TECHNOLOGIES, INC.

(F/K/A HARRIS CORPORATION)

and

BOFA SECURITIES, INC.

and

MORGAN STANLEY & CO. LLC

Dated as of July 2, 2019

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of July 2, 2019, by and among L3Harris Technologies, Inc. (f/k/a Harris Corporation), a Delaware corporation (the “ Company ”), BofA Securities, Inc. and Morgan Stanley & Co. LLC (collectively, the “ Dealer Managers ”), in connection with the issuance of the Company’s 4.950% Senior Notes due 2021, 3.850% Senior Notes due 2023, 3.950% Senior Notes due 2024, 3.850% Senior Notes due 2026 and 4.400% Senior Notes due 2028 (the “ Initial Securities ”) in exchange for existing notes of L3 Technologies, Inc. (“ L3 ”), issued pursuant to the indenture dated as of May 21, 2010 among L3 (as successor to L-3 Communications Corporation), the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended and supplemented by the various supplemental indentures thereto, in each case maturing on the same date, containing the same redemption provisions and bearing an interest rate equal to the same amount per annum as the applicable series of Initial Securities for which they are exchanged.

This Agreement is made pursuant to the Dealer Manager And Solicitation Agent Agreement, dated May 30, 2019 (the “ Dealer Manager Agreement ”), among the Company and the Dealer Managers (i) for the benefit of the Dealer Managers and (ii) for the benefit of the holders from time to time of the Initial Securities.  The Company has agreed to provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Dealer Managers set forth in Section 6(j) of the Dealer Manager Agreement.

The parties hereby agree as follows:

SECTION 1.           Definitions .  As used in this Agreement, the following capitalized terms shall have the following meanings:

Advice:  As defined in Section 6(c) hereof.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:   Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Closing Date:  The date of this Agreement.

Commission:  The Securities and Exchange Commission.

Consummate:  A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Exchange Act:  The Securities Exchange Act of 1934, as amended.

Exchange Offer:  The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities:  The 4.950% Senior Notes due 2021, 3.850% Senior Notes due 2023, 3.950% Senior Notes due 2024, 3.850% Senior Notes due 2026 and 4.400% Senior Notes due 2028, to be issued to Holders in exchange for Transfer Restricted Securities of the applicable series under the Indenture pursuant to this Agreement.

Holders:  As defined in Section 2(b) hereof.

Indemnified Holder:  As defined in Section 8(a) hereof.

Indenture:  The Indenture, dated as of September 3, 2003, between the Company and the Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Dealer Manager:  As defined in the preamble hereto.

FINRA:  The Financial Industry Regulatory Authority.

Initial Securities:  As defined in the preamble hereto.

Interest Payment Date:  As defined in the Indenture and the Securities.

Person:  An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus:  The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Registration Default:  As defined in Section 5 hereof.

Registration Statement:  Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to the Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities:  Collectively, the Initial Securities and the Exchange Securities.

Securities Act:  The Securities Act of 1933, as amended.

Shelf Filing Deadline:  As defined in Section 4(a) hereof.

Shelf Registration Statement:  As defined in Section 4(a) hereof.

Shelf Suspension Period:  As defined in Section 4(a) hereof.

Transfer Restricted Securities:  Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Security is distributed to the public by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein), (d) the date on which the Exchange Securities may be resold without restriction pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, (e) the date on which the Exchange Securities shall have ceased to be outstanding and (f) the date which is 2 years after the Closing Date.

Trust Indenture Act:  The Trust Indenture Act of 1939, as amended.

SECTION 2.           Securities Subject to this Agreement .

(a)           Transfer Restricted Securities.  The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b)           Holders of Transfer Restricted Securities.  A Person is deemed to be a holder of Transfer Restricted Securities (each, a “ Holder ”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.           Registered Exchange Offer .

(a)          Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Company shall use its commercially reasonable efforts (i) to cause to be filed with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) to cause such Registration Statement to become effective, (iii) in connection with the foregoing, to cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, to commence the Exchange Offer.  The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

(b)          The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however , that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is first published or delivered to the Holders.  The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.  The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day).

(c)          The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement.  Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Company shall provide sufficient copies of the latest version of such Prospectus contained in such Exchange Offer Registration Statement to Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4.           Shelf Registration .

(a)           Shelf Registration.  If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Company determines that the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities such Holder notifies the Company in writing prior to the 20th calendar day following Consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, then, upon such Holder’s request, the Company shall use its commercially reasonable efforts to cause a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “ Shelf Registration Statement ”) to be filed and declared effective by the Commission on or prior to the earliest to occur of (1) the 90th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement, and (2) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (iii) above, (such earliest date being the “ Shelf Filing Deadline ”) which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof.  Notwithstanding the foregoing, in no event shall the Company be required to file a Shelf Registration Statement (and no Shelf Filing Deadline shall occur) prior to 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day).

The Company shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities who shall have provided the information required pursuant to Section 4(b) hereof and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or are freely tradeable pursuant to Rule 144(k) of the Securities Act.

Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 120 days in the aggregate during any 12-month period (each, a “ Shelf Suspension Period ”), if the Company reasonably determines that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law; provided that in no event shall the Company be required to disclose the business purpose for such suspension.  Any Shelf Suspension Period pursuant to this Section 4(a) shall begin on the date specified in a written notice given by the Company to the Holders and shall end on the date specified in a subsequent written notice given by the Company to the Holders.

(b)           Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.  Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5.           Additional Interest.  If (i) the Exchange Offer has not been Consummated within 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) or (ii)  any Shelf Registration Statement required by this Agreement is not filed prior to the applicable Shelf Filing Deadline or filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose for a period of time (expect as specifically permitted herein, including with respect to any Shelf Suspension Period as provided in Section 4(a) hereof or because of the sale of all Transfer Restricted Securities under such Shelf Registration Statement) without being succeeded immediately by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) and (ii), a “ Registration Default ”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase another 0.25% thereafter (to a maximum of 0.50% per annum) (such interest, “ Additional Interest ”); provided that Additional Interest shall accrue only for those days that a Registration Default occurs and is continuing, including the date on which any Registration Default shall occur but not including the date on which all Registration Defaults have been cured.  Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.  Additional Interest shall not be payable with respect to Registration Defaults for any period during which a Shelf Registration Statement is effective and usable by the Holders.

Notwithstanding the foregoing, the Company shall not be required to pay Additional Interest with respect to the Transfer Restricted Securities to any Holder if the failure arises from the Company’s failure to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in Section 4 by reason of the failure of such Holder to provide such information as (i) the Company may reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) FINRA or the SEC may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder as contained herein to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared or otherwise become effective, including, without limitation, a signed notice and questionnaire as distributed by the Company consenting to such Holder’s inclusion in the Prospectus as a selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the Company as the Company may reasonably request.

For the avoidance of doubt, a Registration Default or a default or event of default under this Agreement shall not constitute a default or event of default under the Indenture.

SECTION 6.           Registration Procedures .

(a)           Representation of Holders.  As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business.  In addition, all such Holders of Transfer Restricted Securities shall otherwise use commercially reasonable efforts to cooperate in the Company’s preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company:

(b)           Shelf Registration Statement.  In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will as expeditiously as reasonably possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

(c)           General Provisions.  In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), the Company shall:

(i)             use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)            prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)           advise selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Company shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv)           furnish without charge to each of the Dealer Managers and each selling Holder named in any Registration Statement, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which a Dealer Manager shall reasonably object in writing within five Business Days after the receipt thereof.  The objection of a Dealer Manager shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

(v)            [reserved];

(vi)           make available at reasonable times for inspection by the Dealer Managers participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Dealer Managers, all financial and other records, pertinent corporate documents and properties of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;

(vii)          if requested by any selling Holders, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)         use commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies (as determined by the Company), if so requested in writing by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;

(ix)           furnish to each Dealer Manager and each selling Holder, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference) if such documents are not available via EDGAR;

(x)            deliver to each selling Holder, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto if such documents are not available via EDGAR;

(xi)           enter into such agreements, and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Dealer Manager or by any Holder of Transfer Restricted Securities and as are customarily entered into, made or taken in similar circumstances in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and the Company shall:

(A)          furnish to each Dealer Manager and each selling Holder in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement:

(1)          a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by the Chief Financial Officer or Treasurer of the Company, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 6(l) of the Dealer Manager Agreement and such other matters as such parties may reasonably request;

(2)          a customary opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company, covering the matters set forth in Section 6(d) of the Dealer Manager Agreement and such other matter as such parties may reasonably request; and

(3)          a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 6(i) of the Dealer Manager Agreement, without exception;

(B)         set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C)         deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in any agreement entered into by the Company pursuant to this Section 6(c)(xi), if any.

(xii)          prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders may reasonably request and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however , that the Company shall not be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xiii)          issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation;

(xiv)          cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders;

(xv)          [reserved];

(xvi)         if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

(xvii)        provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xviii)       cooperate and assist in any filings required to be made with FINRA;

(xix)         otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts underwritten offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement; and

(xx)          cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “ Advice ”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.  If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.

SECTION 7.           Registration Expenses .

(a)          All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Dealer Manager or Holder with FINRA (and, if applicable, the reasonable and documented fees and out-of-pocket expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services; (iv) all reasonable and documented fees and out-of-pocket disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

(b)          In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Holders of Transfer Restricted Securities registered pursuant to the Shelf Registration Statement for the reasonable and documented fees and out-of-pocket disbursements of not more than one counsel, who shall be Cravath, Swaine & Moore LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

(c)          Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to a Registration Statement.

SECTION 8.           Indemnification .

(a)          The Company agrees to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “ Indemnified Holder ”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable and documented fees and out-of-pocket expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or 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, liabilities, judgments, actions or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein.  This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company in writing; provided, however, that the failure to give such notice shall not relieve the Company of its obligations pursuant to this Agreement except to the extent that it has been prejudiced by such failure (through the forfeiture of substantive rights and defenses) and shall not relieve the Company from any liability which it may have to any Indemnified Holder other than under this Agreement.  The Company shall be entitled to participate therein and, to the extent it shall elect, jointly with any other indemnifying party similarly notified, by written notice delivered to the Indemnified Holder promptly after receiving the aforesaid notice from such Indemnified Holder, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Holder.  Any Indemnified Holder shall have the right to retain its own counsel if (i) the Company does not elect to so assume the defense thereof within a reasonable time after notice of commencement of action, (ii) the named parties to any such action (including any impleaded parties) include both the Company and the Indemnified Holder and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (iii) there are legal defenses available to the Indemnified Holder and/or other Indemnified Holders which are different from or additional to those available to the Company or (iv) the Company and the Indemnified Holder shall have mutually agreed to the retention of such counsel, and the reasonable and documented fees and out-of-pocket expenses of such counsel shall be paid, as incurred, by the Company (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder).  The Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable and documented fees and out-of-pocket expenses of more than one separate firm of attorneys (in addition to any one local counsel in each jurisdiction) at any time for such Indemnified Holders, which firm shall be designated by the Holders.  The Company shall be liable for any settlement of any such action or proceeding effected with the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company.  The Company shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b)          Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers of the Company who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement.  In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company, and the Company, its directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

(c)          If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Holders, on the other hand, from the exchange of Initial Securities (which in the case of the Company shall be deemed to be equal to the total principal amount of the Initial Securities), the amount of Additional Interest which did not become payable as a result of the Consummation of the Exchange Offer resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and the Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of the Company on the one hand and of the Indemnified Holder on the other 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, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other reasonable and documented fees or out-of-pocket expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other reasonable and documented fees or out-of-pocket 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, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder 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 Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

SECTION 9.           Rule 144A.  The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding (unless the Company is subject to and complies with Section 13 or 15(d) of the Exchange Act), to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10.         Miscellaneous.

(a)           Remedies.  The Company hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)           No Inconsistent Agreements.  The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.   The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c)           Adjustments Affecting the Securities.  The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d)           Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 10(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its affiliates).  Notwithstanding the foregoing, a waiver or consent to or departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Dealer Manager hereunder, the Company shall obtain the written consent of each such Dealer Manager with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e)           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i)              if to a Holder, at the address set forth on the records of the registrar under the Indenture, with a copy to the registrar under the Indenture; and

if to the Company:

L3Harris Technologies, Inc.

1025 West NASA Boulevard

Melbourne, Florida 32919

Attention:  Scott T. Mikuen

with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Fax:  (212)  558-3588

Attention:  Ari B. Blaut

If to the Dealer Managers:

BofA Securities, Inc.

The Hearst Building

214 North Tryon Street, 14th Floor

Charlotte, NC 28255

Fax:  (980) 388-0838

Attention:  Debt Advisory

Morgan Stanley & Co. LLC

1585 Broadway, Floor 29

New York, New York 10036

Fax:  (212) 761-0336

Attention:  Investment Banking Division

with copies to:

BofA Securities, Inc.

50 Rockefeller Plaza

New York, NY 10020

Fax:  (212) 901-7897

Attention:  Legal Department

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Fax:  (212)  474-3700

Attention:  Andrew J. Pitts

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however , that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g)           Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)         Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(j)           Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)         Entire Agreement.  This Agreement, together with the Dealer Manager Agreement and the Indenture, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

-21-

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Exhibit 4.2

[FORM OF NOTE]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF L3HARRIS TECHNOLOGIES, INC. (“L3HARRIS”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO L3HARRIS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, L3HARRIS RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

L3HARRIS TECHNOLOGIES, INC.

4.950% SENIOR NOTES DUE 2021

This Security shall bear interest at the rate of 4.950% per annum. Additional provisions of this Security are set forth on the other side of this Security.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Trustee’s Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

TRUSTEE ’ S CERTIFICATE OF AUTHENTICATION

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

REVERSE OF SECURITY

4.950% SENIOR NOTES DUE 2021

1. Interest.

This Security shall bear interest at the rate of 4.950% per year on the principal amount hereof, from February 15, 2019 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semi-annually in arrears on February 15 and August 15 of each year (each, an “ Interest Payment Date ” ), commencing August 15, 2019, to the persons in whose names the Securities (as defined below) are registered at the close of business on February 1 or August 1 (each, a “ Record Date ” ) (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If the principal amount of this Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 7.01 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 5 hereof, or at maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate borne by this Security, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest will be paid: (i) so long as this Security is in the form of a Global Security, to the Depositary in immediately available funds; or (ii) if this Security is in the form of a definitive Security, then (a) on the definitive Securities having an aggregate principal amount of $10,000,000 or less, by check mailed to the Holders of such Securities, and (b) on the definitive Securities having an aggregate principal amount of more than $10,000,000, by wire transfer in immediately available funds at the written election of the Holders of these Securities; provided that the paying agent shall have received appropriate wire transfer instructions at least ten calendar days prior to the applicable Interest Payment Date.

The Company shall pay Additional Interest (as defined in the Registration Rights Agreement (the “Registration Rights Agreement”), dated July 2, 2019 by and among L3Harris Technologies, Inc. (f/k/a Harris Corporation) (the “Company”), BofA Securities, Inc. and Morgan Stanley & Co. LLC), if any, on the applicable Interest Payment Date in the same manner as interest is paid on the Securities and in the amounts set forth in the Registration Rights Agreement.

2. Method of Payment.

The Company shall pay interest on this Security (except defaulted interest) to the persons who are registered Holders of the Securities (as defined below) at the close of business on the Record Date next preceding the Interest Payment Date, even if such Securities are cancelled after such Record Date and on or before such Interest Payment Date. The Holder must surrender this Security to a paying agent to collect principal payments. Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices (as defined below) and at maturity to Holders who surrender Securities of this series to the paying agent to collect such payments in respect of such Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money.

3. Paying Agent and Security Registrar.

Initially, the Trustee (as defined in Section 4 below) will act as paying agent and Security Registrar. The Company may appoint and change any paying agent or Security Registrar without notice, other than notice to the Trustee; provided , however , that the Company will maintain at least one paying agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their affiliates may act as paying agent or Security Registrar.

4. Series.

This Security is one of a duly authorized issue of 4.950% due 2021 (the “Securities”), issued or to be issued in one or more series under an indenture dated as of September 3, 2003 (the “ Indenture ” ), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “ Trustee ” , which term includes any successor Trustee under the Indenture). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, unless otherwise defined herein. Pursuant to Section 2.03 of the Indenture, this series of Securities is issued under an officers ’ certificate of the Company dated July 2, 2019 (the “ Officers ’ Certificate ” ) to establish the terms of the Securities, setting forth such terms, to which Indenture and Officers ’ Certificate reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

The initial Securities of this series issued on July 2, 2019 (and any Securities of such series issued in exchange therefor) and any additional Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Securities of such series issued in exchange therefor) will be treated as a single class for all purposes under the Indenture.

The Securities will initially be issued in an aggregate principal amount of $ _______ .

5. Optional Redemption; No Sinking Fund.

At any time and from time to time prior to November 15, 2020, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a “make-whole” redemption price (the “Redemption Price”) equal to the greater of:

(1) 100% of the principal amount of the Securities being redeemed; and

(2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the Securities being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate, as defined below, plus 25 basis points.

In each case, the Company will pay accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date.

On or after November 15, 2020, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed, plus accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date of the Securities being redeemed.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ( “ Remaining Life ” ) of the Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Securities.

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

“ Reference Treasury Dealer ” means each of BofA Securities, Inc. and Morgan Stanley & Co. LLC and, in each case, their respective successors, provided , however , that if any of the foregoing ceases to be a primary U.S. government securities dealer in New York City, the Company will appoint another primary U.S. government securities dealer in New York City as a substitute plus two other primary U.S. government securities dealers in New York City selected by the Company.

“ Reference Treasury Dealer Quotations ” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third Business Day preceding the redemption date for the Securities being redeemed.

“ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “ H.15 ” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “ Treasury Constant Maturities, ” for the maturity corresponding to the applicable Comparable Treasury Issue; provided , however , that if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the applicable Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third Business Day preceding the redemption date.

If the Company elects to redeem less than all of the Securities, then the Trustee will select the particular Securities to be redeemed in a manner it deems appropriate and fair; provided that if the Securities are represented by one or more global securities, beneficial interests in such Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor.

Notice of any optional redemption will be delivered, at least 30 days but not more than 60 days, before the date of redemption to each Holder of the Securities to be redeemed. The notice of such redemption will state, among other things, the amount of Securities to be redeemed, the redemption date, the manner of calculating the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Securities or the portions called for redemption.

In connection with any optional redemption of the Securities, the Company shall give the Trustee notice of the redemption price promptly after the Company’s calculation thereof and the Trustee shall have no responsibility for such calculation.

No sinking fund is provided for the Securities of this series.

6. Change of Control.

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has previously exercised its right to redeem the Securities, the Company will make an offer to each Holder of Securities to repurchase all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) of that Holder ’ s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities being repurchased plus any accrued and unpaid interest on the Securities being repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company ’ s option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, the Company will deliver a notice to each Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

(1) accept for payment all Securities or portions of Securities (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) properly tendered pursuant to the Company ’ s offer;

(2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers ’ Certificate stating the aggregate principal amount of Securities being repurchased by the Company.

The paying agent will promptly deliver or arrange for delivery to each Holder of Securities properly tendered the repurchase price for such Holder’s Securities being repurchased, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 above that amount.

The Company will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. Notwithstanding anything to the contrary herein, an offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of such Change of Control Repurchase Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the offer.

“ Below Investment Grade Rating Event ” means the rating for the Securities is lowered to below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies as a result of such Change of Control); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at the Company’s 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 shall have occurred at the time of the Below Investment Grade Rating Event).

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company ’ s properties or assets and those of the Company ’ s Subsidiaries taken as a whole to any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries;

(2) the adoption by the holders of the Company ’ s Voting Stock of a plan relating to the Company ’ s liquidation or dissolution;

(3) the first day during any period of 24 consecutive months on which a majority of the members of the Company ’ s Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company ’ s Voting Stock, measured by voting power rather than number of shares; provided that a merger shall not constitute a “ change of control ” under this definition if (i) the sole purpose of the merger is the Company ’ s reincorporation in another state, and (ii) the Company ’ s shareholders and the number of shares of the Company ’ s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical.

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“ Continuing Director ” means, as of any date of determination, any member of the Company ’ s Board of Directors (i) who was a member of such Board of Directors on the date of the issuance of the Securities; (ii) who was nominated for election or elected to such Board of Directors with the approval of the individuals referred to in clause (i) above constituting at the time of such nomination or election at least a majority of the Board of Directors (either by a specific vote or by approval of the Company ’ s proxy statement in which such member was named as a nominee recommended by the Continuing Directors for election as a director); or (iii) whose nomination or election was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such nomination or election at least a majority of the Board of Directors.

“ Investment Grade ” means a rating of Baa3 or better by Moody ’ s (or its equivalent under any successor rating categories of Moody ’ s) and a rating of BBB- or better by S & P (or its equivalent under any successor rating categories of S & P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

“ Moody’s ” means Moody ’ s Investors Service, Inc., and its successor.

“ 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 Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company ’ s control, a “ nationally recognized statistical rating organization ” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Moody ’ s or S & P, as the case may be.

“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“ Voting Stock ” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

7. Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in minimum denominations of $2,000 of principal amount and integral multiples of $1,000 above that amount. A Holder may transfer or exchange the Securities in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

The Company shall not be required to exchange or register a transfer of: (a) any Security of this series for a period of fifteen days next preceding the first delivery of notice of redemption of Securities of this series or (b) any Securities of this series 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.

8. Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this Security for all purposes subject to the Record Date provisions hereof.

9. Unclaimed Money or Securities.

The Trustee and the paying agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

10. Amendment; Waiver.

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

11. Obligations Absolute.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

12. Trustee Dealings with the Company.

Subject to certain limitations imposed by the Trust Indenture Act of 1939, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not Trustee.

13. Book-Entry Provisions for Global Securities.

This Security is in the form of a Global Security as provided in the Indenture. The Global Security for this series initially shall: (i) be registered in the name of the Depositary, who shall be The Depository Trust Company, or its nominee, or as otherwise identified in or pursuant to the Officers ’ Certificate authorizing the issuance of this series of Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends.

Members of, or participants in, the Depositary ( “ Agent Members ” ) shall have no rights under the Indenture with respect to this Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under this Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of this Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of this Security.

Transfers of this Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in this Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in this Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security, or the Depositary has ceased to be a “ clearing agency ” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company in its sole discretion and subject to the Depositary’s procedures elects not to have the Securities represented by a Global Security and to cause the issuance of definitive Securities or (iii) an Event of Default has occurred and is continuing.

In connection with any transfer or exchange of a portion of the beneficial interest in this Global Security to beneficial owners pursuant to the immediately preceding paragraph, the Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the Security Register the date and a decrease in the principal amount of this Global Security in an amount equal to the principal amount of the beneficial interest in this Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. In connection with the transfer of this entire Global Security to beneficial owners pursuant to the immediately preceding paragraph, this Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in this Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

The Holder of this Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities.

14. Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Company to consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, and on the ability of the Company and its Restricted Subsidiaries to: (i) create, incur, assume or suffer to exist specified liens; and (ii) enter into sale and leaseback transactions. On or before the first day of October in each year, the Company must report to the Trustee on compliance with such limitations.

15. No Recourse Against Others.

A director, officer, employee, or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16. Authentication.

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee ’ s Certificate of Authentication on the other side of this Security.

17. 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).

18. Defeasance.

The Indenture contains provisions for defeasance at any time of: (i) the entire indebtedness of the Company on this Security, and (ii) certain restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. These provisions shall not apply to Section 6 above after a Change of Control Repurchase Event occurs.

19. GOVERNING LAW.

THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES.

* * *

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

L3Harris Technologies, Inc.

1025 West NASA Boulevard

Melbourne, FL 32919

Attn: Treasurer

ASSIGNMENT FORM

To assign this Security, fill in the form below:

Date:

[FORM OF NOTE]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF L3HARRIS TECHNOLOGIES, INC. (“L3HARRIS”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO L3HARRIS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, L3HARRIS RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

L3HARRIS TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to Cede & Co. or registered assigns, the principal amount of $ _______ (as may be increased or decreased as reflected on the Schedule of Increases or Decreases attached hereto) on February 15, 2021.

This Security shall bear interest at the rate of 4.950% per annum. Additional provisions of this Security are set forth on the other side of this Security.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Trustee’s Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

TRUSTEE ’ S CERTIFICATE OF AUTHENTICATION

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

REVERSE OF SECURITY

4.950% NOTES DUE 2021

1. Interest.

This Security shall bear interest at the rate of 4.950% per year on the principal amount hereof, from February 15, 2019 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semi-annually in arrears on February 15 and August 15 of each year (each, an “ Interest Payment Date ” ), commencing August 15, 2019, to the persons in whose names the Securities (as defined below) are registered at the close of business on February 1 or August 1 (each, a “ Record Date ” ) (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If the principal amount of this Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 7.01 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 5 hereof, or at maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate borne by this Security, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest will be paid: (i) so long as this Security is in the form of a Global Security, to the Depositary in immediately available funds; or (ii) if this Security is in the form of a definitive Security, then (a) on the definitive Securities having an aggregate principal amount of $10,000,000 or less, by check mailed to the Holders of such Securities, and (b) on the definitive Securities having an aggregate principal amount of more than $10,000,000, by wire transfer in immediately available funds at the written election of the Holders of these Securities; provided that the paying agent shall have received appropriate wire transfer instructions at least ten calendar days prior to the applicable Interest Payment Date.

The Company shall pay Additional Interest (as defined in the Registration Rights Agreement (the “Registration Rights Agreement”), dated July 2, 2019 by and among L3Harris Technologies, Inc. (f/k/a Harris Corporation) (the “Company”), BofA Securities, Inc. and Morgan Stanley & Co. LLC), if any, on the applicable Interest Payment Date in the same manner as interest is paid on the Securities and in the amounts set forth in the Registration Rights Agreement.

2. Method of Payment.

The Company shall pay interest on this Security (except defaulted interest) to the persons who are registered Holders of the Securities (as defined below) at the close of business on the Record Date next preceding the Interest Payment Date, even if such Securities are cancelled after such Record Date and on or before such Interest Payment Date. The Holder must surrender this Security to a paying agent to collect principal payments. Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices (as defined below) and at maturity to Holders who surrender Securities of this series to the paying agent to collect such payments in respect of such Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money.

3. Paying Agent and Security Registrar.

Initially, the Trustee (as defined in Section 4 below) will act as paying agent and Security Registrar. The Company may appoint and change any paying agent or Security Registrar without notice, other than notice to the Trustee; provided , however , that the Company will maintain at least one paying agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their affiliates may act as paying agent or Security Registrar.

4. Series.

This Security is one of a duly authorized issue of 4.950% due 2021 (the “Securities”), issued or to be issued in one or more series under an indenture dated as of September 3, 2003 (the “ Indenture ” ), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “ Trustee ” , which term includes any successor Trustee under the Indenture). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, unless otherwise defined herein. Pursuant to Section 2.03 of the Indenture, this series of Securities is issued under an officers ’ certificate of the Company dated July 2, 2019 (the “ Officers ’ Certificate ” ) to establish the terms of the Securities, setting forth such terms, to which Indenture and Officers ’ Certificate reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

The initial Securities of this series issued on July 2, 2019 (and any Securities of such series issued in exchange therefor) and any additional Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Securities of such series issued in exchange therefor) will be treated as a single class for all purposes under the Indenture.

The Securities will initially be issued in an aggregate principal amount of $ _______ .

5. Optional Redemption; No Sinking Fund.

At any time and from time to time prior to November 15, 2020, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a “make-whole” redemption price (the “Redemption Price”) equal to the greater of:

(1) 100% of the principal amount of the Securities being redeemed; and

(2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the Securities being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate, as defined below, plus 25 basis points.

In each case, the Company will pay accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date.

On or after November 15, 2020, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed, plus accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date of the Securities being redeemed.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ( “ Remaining Life ” ) of the Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Securities.

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

“ Reference Treasury Dealer ” means each of BofA Securities, Inc. and Morgan Stanley & Co. LLC and, in each case, their respective successors, provided , however , that if any of the foregoing ceases to be a primary U.S. government securities dealer in New York City, the Company will appoint another primary U.S. government securities dealer in New York City as a substitute plus two other primary U.S. government securities dealers in New York City selected by the Company.

“ Reference Treasury Dealer Quotations ” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third Business Day preceding the redemption date for the Securities being redeemed.

“ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “ H.15 ” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “ Treasury Constant Maturities, ” for the maturity corresponding to the applicable Comparable Treasury Issue; provided , however , that if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the applicable Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third Business Day preceding the redemption date.

If the Company elects to redeem less than all of the Securities, then the Trustee will select the particular Securities to be redeemed in a manner it deems appropriate and fair; provided that if the Securities are represented by one or more global securities, beneficial interests in such Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor.

Notice of any optional redemption will be delivered, at least 30 days but not more than 60 days, before the date of redemption to each Holder of the Securities to be redeemed. The notice of such redemption will state, among other things, the amount of Securities to be redeemed, the redemption date, the manner of calculating the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Securities or the portions called for redemption.

In connection with any optional redemption of the Securities, the Company shall give the Trustee notice of the redemption price promptly after the Company’s calculation thereof and the Trustee shall have no responsibility for such calculation.

No sinking fund is provided for the Securities of this series.

6. Change of Control.

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has previously exercised its right to redeem the Securities, the Company will make an offer to each Holder of Securities to repurchase all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) of that Holder ’ s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities being repurchased plus any accrued and unpaid interest on the Securities being repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company ’ s option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, the Company will deliver a notice to each Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

(1) accept for payment all Securities or portions of Securities (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) properly tendered pursuant to the Company ’ s offer;

(2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers ’ Certificate stating the aggregate principal amount of Securities being repurchased by the Company.

The paying agent will promptly deliver or arrange for delivery to each Holder of Securities properly tendered the repurchase price for such Holder’s Securities being repurchased, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 above that amount.

The Company will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. Notwithstanding anything to the contrary herein, an offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of such Change of Control Repurchase Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the offer.

“ Below Investment Grade Rating Event ” means the rating for the Securities is lowered to below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies as a result of such Change of Control); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at the Company’s 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 shall have occurred at the time of the Below Investment Grade Rating Event).

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company ’ s properties or assets and those of the Company ’ s Subsidiaries taken as a whole to any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries;

(2) the adoption by the holders of the Company ’ s Voting Stock of a plan relating to the Company ’ s liquidation or dissolution;

(3) the first day during any period of 24 consecutive months on which a majority of the members of the Company ’ s Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company ’ s Voting Stock, measured by voting power rather than number of shares; provided that a merger shall not constitute a “ change of control ” under this definition if (i) the sole purpose of the merger is the Company ’ s reincorporation in another state, and (ii) the Company ’ s shareholders and the number of shares of the Company ’ s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical.

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“ Continuing Director ” means, as of any date of determination, any member of the Company ’ s Board of Directors (i) who was a member of such Board of Directors on the date of the issuance of the Securities; (ii) who was nominated for election or elected to such Board of Directors with the approval of the individuals referred to in clause (i) above constituting at the time of such nomination or election at least a majority of the Board of Directors (either by a specific vote or by approval of the Company ’ s proxy statement in which such member was named as a nominee recommended by the Continuing Directors for election as a director); or (iii) whose nomination or election was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such nomination or election at least a majority of the Board of Directors.

“ Investment Grade ” means a rating of Baa3 or better by Moody ’ s (or its equivalent under any successor rating categories of Moody ’ s) and a rating of BBB- or better by S & P (or its equivalent under any successor rating categories of S & P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

“ Moody’s ” means Moody ’ s Investors Service, Inc., and its successor.

“ 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 Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company ’ s control, a “ nationally recognized statistical rating organization ” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Moody ’ s or S & P, as the case may be.

“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“ Voting Stock ” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

7. Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in minimum denominations of $2,000 of principal amount and integral multiples of $1,000 above that amount. A Holder may transfer or exchange the Securities in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

The Company shall not be required to exchange or register a transfer of: (a) any Security of this series for a period of fifteen days next preceding the first delivery of notice of redemption of Securities of this series or (b) any Securities of this series 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.

8. Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this Security for all purposes subject to the Record Date provisions hereof.

9. Unclaimed Money or Securities.

The Trustee and the paying agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

10. Amendment; Waiver.

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

11. Obligations Absolute.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

12. Trustee Dealings with the Company.

Subject to certain limitations imposed by the Trust Indenture Act of 1939, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not Trustee.

13. Book-Entry Provisions for Global Securities.

This Security is in the form of a Global Security as provided in the Indenture. The Global Security for this series initially shall: (i) be registered in the name of the Depositary, who shall be The Depository Trust Company, or its nominee, or as otherwise identified in or pursuant to the Officers ’ Certificate authorizing the issuance of this series of Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends.

Members of, or participants in, the Depositary ( “ Agent Members ” ) shall have no rights under the Indenture with respect to this Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under this Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of this Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of this Security.

Transfers of this Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in this Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in this Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security, or the Depositary has ceased to be a “ clearing agency ” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company in its sole discretion and subject to the Depositary’s procedures elects not to have the Securities represented by a Global Security and to cause the issuance of definitive Securities or (iii) an Event of Default has occurred and is continuing.

In connection with any transfer or exchange of a portion of the beneficial interest in this Global Security to beneficial owners pursuant to the immediately preceding paragraph, the Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the Security Register the date and a decrease in the principal amount of this Global Security in an amount equal to the principal amount of the beneficial interest in this Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. In connection with the transfer of this entire Global Security to beneficial owners pursuant to the immediately preceding paragraph, this Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in this Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

The Holder of this Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities.

14. Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Company to consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, and on the ability of the Company and its Restricted Subsidiaries to: (i) create, incur, assume or suffer to exist specified liens; and (ii) enter into sale and leaseback transactions. On or before the first day of October in each year, the Company must report to the Trustee on compliance with such limitations.

15. No Recourse Against Others.

A director, officer, employee, or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16. Authentication.

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee ’ s Certificate of Authentication on the other side of this Security.

17. 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).

18. Defeasance.

The Indenture contains provisions for defeasance at any time of: (i) the entire indebtedness of the Company on this Security, and (ii) certain restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. These provisions shall not apply to Section 6 above after a Change of Control Repurchase Event occurs.

19. GOVERNING LAW.

THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES.

* * *

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

L3Harris Technologies, Inc.

1025 West NASA Boulevard

Melbourne, FL 32919

Attn: Treasurer

ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to

---

(Insert assignee ’ s social security or tax I.D. no.)

(Print or type assignee ’ s name, address and zip code)

and irrevocably appoint ________________________________________agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

[FORM OF NOTE]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF L3HARRIS TECHNOLOGIES, INC. (“L3HARRIS”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO L3HARRIS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, L3HARRIS RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

L3HARRIS TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to Cede & Co. or registered assigns, the principal amount of $ _______ (as may be increased or decreased as reflected on the Schedule of Increases or Decreases attached hereto) on June 15, 2023.

This Security shall bear interest at the rate of 3.850% per annum. Additional provisions of this Security are set forth on the other side of this Security.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Trustee’s Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

TRUSTEE ’ S CERTIFICATE OF AUTHENTICATION

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

REVERSE OF SECURITY

3.850% SENIOR NOTES DUE 2023

1. Interest.

This Security shall bear interest at the rate of 3.850% per year on the principal amount hereof, from June 15, 2019 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semi-annually in arrears on June 15 and December 15 of each year (each, an “ Interest Payment Date ” ), commencing December 15, 2019, to the persons in whose names the Securities (as defined below) are registered at the close of business on June 1 or December 1 (each, a “ Record Date ” ) (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If the principal amount of this Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 7.01 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 5 hereof, or at maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate borne by this Security, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest will be paid: (i) so long as this Security is in the form of a Global Security, to the Depositary in immediately available funds; or (ii) if this Security is in the form of a definitive Security, then (a) on the definitive Securities having an aggregate principal amount of $10,000,000 or less, by check mailed to the Holders of such Securities, and (b) on the definitive Securities having an aggregate principal amount of more than $10,000,000, by wire transfer in immediately available funds at the written election of the Holders of these Securities; provided that the paying agent shall have received appropriate wire transfer instructions at least ten calendar days prior to the applicable Interest Payment Date.

The Company shall pay Additional Interest (as defined in the Registration Rights Agreement (the “Registration Rights Agreement”), dated July 2, 2019 by and among L3Harris Technologies, Inc. (f/k/a Harris Corporation) (the “Company”), BofA Securities, Inc. and Morgan Stanley & Co. LLC), if any, on the applicable Interest Payment Date in the same manner as interest is paid on the Securities and in the amounts set forth in the Registration Rights Agreement.

2. Method of Payment.

The Company shall pay interest on this Security (except defaulted interest) to the persons who are registered Holders of the Securities (as defined below) at the close of business on the Record Date next preceding the Interest Payment Date, even if such Securities are cancelled after such Record Date and on or before such Interest Payment Date. The Holder must surrender this Security to a paying agent to collect principal payments. Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices (as defined below) and at maturity to Holders who surrender Securities of this series to the paying agent to collect such payments in respect of such Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money.

3. Paying Agent and Security Registrar.

Initially, the Trustee (as defined in Section 4 below) will act as paying agent and Security Registrar. The Company may appoint and change any paying agent or Security Registrar without notice, other than notice to the Trustee; provided , however , that the Company will maintain at least one paying agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their affiliates may act as paying agent or Security Registrar.

4. Series.

This Security is one of a duly authorized issue of 3.850% due 2023 (the “Securities”), issued or to be issued in one or more series under an indenture dated as of September 3, 2003 (the “ Indenture ” ), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “ Trustee ” , which term includes any successor Trustee under the Indenture). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, unless otherwise defined herein. Pursuant to Section 2.03 of the Indenture, this series of Securities is issued under an officers ’ certificate of the Company dated July 2, 2019 (the “ Officers ’ Certificate ” ) to establish the terms of the Securities, setting forth such terms, to which Indenture and Officers ’ Certificate reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

The initial Securities of this series issued on July 2, 2019 (and any Securities of such series issued in exchange therefor) and any additional Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Securities of such series issued in exchange therefor) will be treated as a single class for all purposes under the Indenture.

The Securities will initially be issued in an aggregate principal amount of $ _______ .

5. Optional Redemption; No Sinking Fund.

At any time and from time to time prior to May 15, 2023, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a “make-whole” redemption price (the “Redemption Price”) equal to the greater of:

(1) 100% of the principal amount of the Securities being redeemed; and

(2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the Securities being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate, as defined below, plus 20 basis points.

In each case, the Company will pay accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date.

On or after May 15, 2023, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed, plus accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date of the Securities being redeemed.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ( “ Remaining Life ” ) of the Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Securities.

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

“ Reference Treasury Dealer ” means each of BofA Securities, Inc. and Morgan Stanley & Co. LLC and, in each case, their respective successors, provided , however , that if any of the foregoing ceases to be a primary U.S. government securities dealer in New York City, the Company will appoint another primary U.S. government securities dealer in New York City as a substitute plus two other primary U.S. government securities dealers in New York City selected by the Company.

“ Reference Treasury Dealer Quotations ” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third Business Day preceding the redemption date for the Securities being redeemed.

“ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “ H.15 ” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “ Treasury Constant Maturities, ” for the maturity corresponding to the applicable Comparable Treasury Issue; provided , however , that if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the applicable Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third Business Day preceding the redemption date.

If the Company elects to redeem less than all of the Securities, then the Trustee will select the particular Securities to be redeemed in a manner it deems appropriate and fair; provided that if the Securities are represented by one or more global securities, beneficial interests in such Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor.

Notice of any optional redemption will be delivered, at least 30 days but not more than 60 days, before the date of redemption to each Holder of the Securities to be redeemed. The notice of such redemption will state, among other things, the amount of Securities to be redeemed, the redemption date, the manner of calculating the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Securities or the portions called for redemption.

In connection with any optional redemption of the Securities, the Company shall give the Trustee notice of the redemption price promptly after the Company’s calculation thereof and the Trustee shall have no responsibility for such calculation.

No sinking fund is provided for the Securities of this series.

6. Change of Control.

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has previously exercised its right to redeem the Securities, the Company will make an offer to each Holder of Securities to repurchase all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) of that Holder ’ s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities being repurchased plus any accrued and unpaid interest on the Securities being repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company ’ s option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, the Company will deliver a notice to each Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

(1) accept for payment all Securities or portions of Securities (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) properly tendered pursuant to the Company ’ s offer;

(2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers ’ Certificate stating the aggregate principal amount of Securities being repurchased by the Company.

The paying agent will promptly deliver or arrange for delivery to each Holder of Securities properly tendered the repurchase price for such Holder’s Securities being repurchased, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 above that amount.

The Company will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. Notwithstanding anything to the contrary herein, an offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of such Change of Control Repurchase Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the offer.

“ Below Investment Grade Rating Event ” means the rating for the Securities is lowered to below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies as a result of such Change of Control); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at the Company’s 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 shall have occurred at the time of the Below Investment Grade Rating Event).

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company ’ s properties or assets and those of the Company ’ s Subsidiaries taken as a whole to any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries;

(2) the adoption by the holders of the Company ’ s Voting Stock of a plan relating to the Company ’ s liquidation or dissolution;

(3) the first day during any period of 24 consecutive months on which a majority of the members of the Company ’ s Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company ’ s Voting Stock, measured by voting power rather than number of shares; provided that a merger shall not constitute a “ change of control ” under this definition if (i) the sole purpose of the merger is the Company ’ s reincorporation in another state, and (ii) the Company ’ s shareholders and the number of shares of the Company ’ s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical.

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“ Continuing Director ” means, as of any date of determination, any member of the Company ’ s Board of Directors (i) who was a member of such Board of Directors on the date of the issuance of the Securities; (ii) who was nominated for election or elected to such Board of Directors with the approval of the individuals referred to in clause (i) above constituting at the time of such nomination or election at least a majority of the Board of Directors (either by a specific vote or by approval of the Company ’ s proxy statement in which such member was named as a nominee recommended by the Continuing Directors for election as a director); or (iii) whose nomination or election was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such nomination or election at least a majority of the Board of Directors.

“ Investment Grade ” means a rating of Baa3 or better by Moody ’ s (or its equivalent under any successor rating categories of Moody ’ s) and a rating of BBB- or better by S & P (or its equivalent under any successor rating categories of S & P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

“ Moody’s ” means Moody ’ s Investors Service, Inc., and its successor.

“ 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 Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company ’ s control, a “ nationally recognized statistical rating organization ” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Moody ’ s or S & P, as the case may be.

“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“ Voting Stock ” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

7. Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in minimum denominations of $2,000 of principal amount and integral multiples of $1,000 above that amount. A Holder may transfer or exchange the Securities in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

The Company shall not be required to exchange or register a transfer of: (a) any Security of this series for a period of fifteen days next preceding the first delivery of notice of redemption of Securities of this series or (b) any Securities of this series 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.

8. Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this Security for all purposes subject to the Record Date provisions hereof.

9. Unclaimed Money or Securities.

The Trustee and the paying agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

10. Amendment; Waiver.

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

11. Obligations Absolute.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

12. Trustee Dealings with the Company.

Subject to certain limitations imposed by the Trust Indenture Act of 1939, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not Trustee.

13. Book-Entry Provisions for Global Securities.

This Security is in the form of a Global Security as provided in the Indenture. The Global Security for this series initially shall: (i) be registered in the name of the Depositary, who shall be The Depository Trust Company, or its nominee, or as otherwise identified in or pursuant to the Officers ’ Certificate authorizing the issuance of this series of Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends.

Members of, or participants in, the Depositary ( “ Agent Members ” ) shall have no rights under the Indenture with respect to this Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under this Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of this Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of this Security.

Transfers of this Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in this Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in this Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security, or the Depositary has ceased to be a “ clearing agency ” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company in its sole discretion and subject to the Depositary’s procedures elects not to have the Securities represented by a Global Security and to cause the issuance of definitive Securities or (iii) an Event of Default has occurred and is continuing.

In connection with any transfer or exchange of a portion of the beneficial interest in this Global Security to beneficial owners pursuant to the immediately preceding paragraph, the Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the Security Register the date and a decrease in the principal amount of this Global Security in an amount equal to the principal amount of the beneficial interest in this Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. In connection with the transfer of this entire Global Security to beneficial owners pursuant to the immediately preceding paragraph, this Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in this Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

The Holder of this Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities.

14. Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Company to consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, and on the ability of the Company and its Restricted Subsidiaries to: (i) create, incur, assume or suffer to exist specified liens; and (ii) enter into sale and leaseback transactions. On or before the first day of October in each year, the Company must report to the Trustee on compliance with such limitations.

15. No Recourse Against Others.

A director, officer, employee, or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16. Authentication.

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee ’ s Certificate of Authentication on the other side of this Security.

17. 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).

18. Defeasance.

The Indenture contains provisions for defeasance at any time of: (i) the entire indebtedness of the Company on this Security, and (ii) certain restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. These provisions shall not apply to Section 6 above after a Change of Control Repurchase Event occurs.

19. GOVERNING LAW.

THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES.

* * *

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

L3Harris Technologies, Inc.

1025 West NASA Boulevard

Melbourne, FL 32919

Attn: Treasurer

ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to

(Insert assignee ’ s social security or tax I.D. no.)

---

---

(Print or type assignee ’ s name, address and zip code)

and irrevocably appoint ________________________________________agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

[FORM OF NOTE]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF L3HARRIS TECHNOLOGIES, INC. (“L3HARRIS”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO L3HARRIS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, L3HARRIS RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

L3HARRIS TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to Cede & Co. or registered assigns, the principal amount of $ _______ (as may be increased or decreased as reflected on the Schedule of Increases or Decreases attached hereto) on June 15, 2023.

This Security shall bear interest at the rate of 3.850% per annum. Additional provisions of this Security are set forth on the other side of this Security.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Trustee’s Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

TRUSTEE ’ S CERTIFICATE OF AUTHENTICATION

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

REVERSE OF SECURITY

3.850% SENIOR NOTES DUE 2023

1. Interest.

This Security shall bear interest at the rate of 3.850% per year on the principal amount hereof, from June 15, 2019 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semi-annually in arrears on June 15 and December 15 of each year (each, an “ Interest Payment Date ” ), commencing December 15, 2019, to the persons in whose names the Securities (as defined below) are registered at the close of business on June 1 or December 1 (each, a “ Record Date ” ) (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If the principal amount of this Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 7.01 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 5 hereof, or at maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate borne by this Security, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest will be paid: (i) so long as this Security is in the form of a Global Security, to the Depositary in immediately available funds; or (ii) if this Security is in the form of a definitive Security, then (a) on the definitive Securities having an aggregate principal amount of $10,000,000 or less, by check mailed to the Holders of such Securities, and (b) on the definitive Securities having an aggregate principal amount of more than $10,000,000, by wire transfer in immediately available funds at the written election of the Holders of these Securities; provided that the paying agent shall have received appropriate wire transfer instructions at least ten calendar days prior to the applicable Interest Payment Date.

The Company shall pay Additional Interest (as defined in the Registration Rights Agreement (the “Registration Rights Agreement”), dated July 2, 2019 by and among L3Harris Technologies, Inc. (f/k/a Harris Corporation) (the “Company”), BofA Securities, Inc. and Morgan Stanley & Co. LLC), if any, on the applicable Interest Payment Date in the same manner as interest is paid on the Securities and in the amounts set forth in the Registration Rights Agreement.

2. Method of Payment.

The Company shall pay interest on this Security (except defaulted interest) to the persons who are registered Holders of the Securities (as defined below) at the close of business on the Record Date next preceding the Interest Payment Date, even if such Securities are cancelled after such Record Date and on or before such Interest Payment Date. The Holder must surrender this Security to a paying agent to collect principal payments. Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices (as defined below) and at maturity to Holders who surrender Securities of this series to the paying agent to collect such payments in respect of such Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money.

3. Paying Agent and Security Registrar.

Initially, the Trustee (as defined in Section 4 below) will act as paying agent and Security Registrar. The Company may appoint and change any paying agent or Security Registrar without notice, other than notice to the Trustee; provided , however , that the Company will maintain at least one paying agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their affiliates may act as paying agent or Security Registrar.

4. Series.

This Security is one of a duly authorized issue of 3.850% due 2023 (the “Securities”), issued or to be issued in one or more series under an indenture dated as of September 3, 2003 (the “ Indenture ” ), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “ Trustee ” , which term includes any successor Trustee under the Indenture). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, unless otherwise defined herein. Pursuant to Section 2.03 of the Indenture, this series of Securities is issued under an officers ’ certificate of the Company dated July 2, 2019 (the “ Officers ’ Certificate ” ) to establish the terms of the Securities, setting forth such terms, to which Indenture and Officers ’ Certificate reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

The initial Securities of this series issued on July 2, 2019 (and any Securities of such series issued in exchange therefor) and any additional Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Securities of such series issued in exchange therefor) will be treated as a single class for all purposes under the Indenture.

The Securities will initially be issued in an aggregate principal amount of $ _______ .

5. Optional Redemption; No Sinking Fund.

At any time and from time to time prior to May 15, 2023, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a “make-whole” redemption price (the “Redemption Price”) equal to the greater of:

(1) 100% of the principal amount of the Securities being redeemed; and

(2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the Securities being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate, as defined below, plus 20 basis points.

In each case, the Company will pay accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date.

On or after May 15, 2023, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed, plus accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date of the Securities being redeemed.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ( “ Remaining Life ” ) of the Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Securities.

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

“ Reference Treasury Dealer ” means each of BofA Securities, Inc. and Morgan Stanley & Co. LLC and, in each case, their respective successors, provided , however , that if any of the foregoing ceases to be a primary U.S. government securities dealer in New York City, the Company will appoint another primary U.S. government securities dealer in New York City as a substitute plus two other primary U.S. government securities dealers in New York City selected by the Company.

“ Reference Treasury Dealer Quotations ” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third Business Day preceding the redemption date for the Securities being redeemed.

“ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “ H.15 ” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “ Treasury Constant Maturities, ” for the maturity corresponding to the applicable Comparable Treasury Issue; provided , however , that if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the applicable Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third Business Day preceding the redemption date.

If the Company elects to redeem less than all of the Securities, then the Trustee will select the particular Securities to be redeemed in a manner it deems appropriate and fair; provided that if the Securities are represented by one or more global securities, beneficial interests in such Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor.

Notice of any optional redemption will be delivered, at least 30 days but not more than 60 days, before the date of redemption to each Holder of the Securities to be redeemed. The notice of such redemption will state, among other things, the amount of Securities to be redeemed, the redemption date, the manner of calculating the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Securities or the portions called for redemption.

In connection with any optional redemption of the Securities, the Company shall give the Trustee notice of the redemption price promptly after the Company’s calculation thereof and the Trustee shall have no responsibility for such calculation.

No sinking fund is provided for the Securities of this series.

6. Change of Control.

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has previously exercised its right to redeem the Securities, the Company will make an offer to each Holder of Securities to repurchase all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) of that Holder ’ s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities being repurchased plus any accrued and unpaid interest on the Securities being repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company ’ s option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, the Company will deliver a notice to each Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

(1) accept for payment all Securities or portions of Securities (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) properly tendered pursuant to the Company ’ s offer;

(2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers ’ Certificate stating the aggregate principal amount of Securities being repurchased by the Company.

The paying agent will promptly deliver or arrange for delivery to each Holder of Securities properly tendered the repurchase price for such Holder’s Securities being repurchased, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 above that amount.

The Company will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. Notwithstanding anything to the contrary herein, an offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of such Change of Control Repurchase Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the offer.

“ Below Investment Grade Rating Event ” means the rating for the Securities is lowered to below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies as a result of such Change of Control); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at the Company’s 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 shall have occurred at the time of the Below Investment Grade Rating Event).

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company ’ s properties or assets and those of the Company ’ s Subsidiaries taken as a whole to any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries;

(2) the adoption by the holders of the Company ’ s Voting Stock of a plan relating to the Company ’ s liquidation or dissolution;

(3) the first day during any period of 24 consecutive months on which a majority of the members of the Company ’ s Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company ’ s Voting Stock, measured by voting power rather than number of shares; provided that a merger shall not constitute a “ change of control ” under this definition if (i) the sole purpose of the merger is the Company ’ s reincorporation in another state, and (ii) the Company ’ s shareholders and the number of shares of the Company ’ s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical.

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“ Continuing Director ” means, as of any date of determination, any member of the Company ’ s Board of Directors (i) who was a member of such Board of Directors on the date of the issuance of the Securities; (ii) who was nominated for election or elected to such Board of Directors with the approval of the individuals referred to in clause (i) above constituting at the time of such nomination or election at least a majority of the Board of Directors (either by a specific vote or by approval of the Company ’ s proxy statement in which such member was named as a nominee recommended by the Continuing Directors for election as a director); or (iii) whose nomination or election was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such nomination or election at least a majority of the Board of Directors.

“ Investment Grade ” means a rating of Baa3 or better by Moody ’ s (or its equivalent under any successor rating categories of Moody ’ s) and a rating of BBB- or better by S & P (or its equivalent under any successor rating categories of S & P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

“ Moody’s ” means Moody ’ s Investors Service, Inc., and its successor.

“ 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 Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company ’ s control, a “ nationally recognized statistical rating organization ” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Moody ’ s or S & P, as the case may be.

“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“ Voting Stock ” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

7. Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in minimum denominations of $2,000 of principal amount and integral multiples of $1,000 above that amount. A Holder may transfer or exchange the Securities in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

The Company shall not be required to exchange or register a transfer of: (a) any Security of this series for a period of fifteen days next preceding the first delivery of notice of redemption of Securities of this series or (b) any Securities of this series 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.

8. Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this Security for all purposes subject to the Record Date provisions hereof.

9. Unclaimed Money or Securities.

The Trustee and the paying agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

10. Amendment; Waiver.

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

11. Obligations Absolute.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

12. Trustee Dealings with the Company.

Subject to certain limitations imposed by the Trust Indenture Act of 1939, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not Trustee.

13. Book-Entry Provisions for Global Securities.

This Security is in the form of a Global Security as provided in the Indenture. The Global Security for this series initially shall: (i) be registered in the name of the Depositary, who shall be The Depository Trust Company, or its nominee, or as otherwise identified in or pursuant to the Officers ’ Certificate authorizing the issuance of this series of Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends.

Members of, or participants in, the Depositary ( “ Agent Members ” ) shall have no rights under the Indenture with respect to this Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under this Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of this Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of this Security.

Transfers of this Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in this Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in this Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security, or the Depositary has ceased to be a “ clearing agency ” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company in its sole discretion and subject to the Depositary’s procedures elects not to have the Securities represented by a Global Security and to cause the issuance of definitive Securities or (iii) an Event of Default has occurred and is continuing.

In connection with any transfer or exchange of a portion of the beneficial interest in this Global Security to beneficial owners pursuant to the immediately preceding paragraph, the Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the Security Register the date and a decrease in the principal amount of this Global Security in an amount equal to the principal amount of the beneficial interest in this Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. In connection with the transfer of this entire Global Security to beneficial owners pursuant to the immediately preceding paragraph, this Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in this Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

The Holder of this Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities.

14. Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Company to consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, and on the ability of the Company and its Restricted Subsidiaries to: (i) create, incur, assume or suffer to exist specified liens; and (ii) enter into sale and leaseback transactions. On or before the first day of October in each year, the Company must report to the Trustee on compliance with such limitations.

15. No Recourse Against Others.

A director, officer, employee, or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16. Authentication.

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee ’ s Certificate of Authentication on the other side of this Security.

17. 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).

18. Defeasance.

The Indenture contains provisions for defeasance at any time of: (i) the entire indebtedness of the Company on this Security, and (ii) certain restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. These provisions shall not apply to Section 6 above after a Change of Control Repurchase Event occurs.

19. GOVERNING LAW.

THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES.

* * *

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

L3Harris Technologies, Inc.

1025 West NASA Boulevard

Melbourne, FL 32919

Attn: Treasurer

ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to

(Insert assignee ’ s social security or tax I.D. no.)

(Print or type assignee ’ s name, address and zip code)

and irrevocably appoint ________________________________________agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

[FORM OF NOTE]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF L3HARRIS TECHNOLOGIES, INC. (“L3HARRIS”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO L3HARRIS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, L3HARRIS RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

L3HARRIS TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to Cede & Co. or registered assigns, the principal amount of $ _______ (as may be increased or decreased as reflected on the Schedule of Increases or Decreases attached hereto) on May 28, 2024.

This Security shall bear interest at the rate of 3.950% per annum. Additional provisions of this Security are set forth on the other side of this Security.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Trustee’s Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

TRUSTEE ’ S CERTIFICATE OF AUTHENTICATION

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

REVERSE OF SECURITY

3.950% SENIOR NOTES DUE 2024

1. Interest.

This Security shall bear interest at the rate of 3.950% per year on the principal amount hereof, from May 28, 2019 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semi-annually in arrears on May 28 and November 28 of each year (each, an “ Interest Payment Date ” ), commencing November 28, 2019, to the persons in whose names the Securities (as defined below) are registered at the close of business on May 14 or November 14 (each, a “ Record Date ” ) (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If the principal amount of this Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 7.01 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 5 hereof, or at maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate borne by this Security, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest will be paid: (i) so long as this Security is in the form of a Global Security, to the Depositary in immediately available funds; or (ii) if this Security is in the form of a definitive Security, then (a) on the definitive Securities having an aggregate principal amount of $10,000,000 or less, by check mailed to the Holders of such Securities, and (b) on the definitive Securities having an aggregate principal amount of more than $10,000,000, by wire transfer in immediately available funds at the written election of the Holders of these Securities; provided that the paying agent shall have received appropriate wire transfer instructions at least ten calendar days prior to the applicable Interest Payment Date.

The Company shall pay Additional Interest (as defined in the Registration Rights Agreement (the “Registration Rights Agreement”), dated July 2, 2019 by and among L3Harris Technologies, Inc. (f/k/a Harris Corporation) (the “Company”), BofA Securities, Inc. and Morgan Stanley & Co. LLC), if any, on the applicable Interest Payment Date in the same manner as interest is paid on the Securities and in the amounts set forth in the Registration Rights Agreement.

2. Method of Payment.

The Company shall pay interest on this Security (except defaulted interest) to the persons who are registered Holders of the Securities (as defined below) at the close of business on the Record Date next preceding the Interest Payment Date, even if such Securities are cancelled after such Record Date and on or before such Interest Payment Date. The Holder must surrender this Security to a paying agent to collect principal payments. Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices (as defined below) and at maturity to Holders who surrender Securities of this series to the paying agent to collect such payments in respect of such Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money.

3. Paying Agent and Security Registrar.

Initially, the Trustee (as defined in Section 4 below) will act as paying agent and Security Registrar. The Company may appoint and change any paying agent or Security Registrar without notice, other than notice to the Trustee; provided , however , that the Company will maintain at least one paying agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their affiliates may act as paying agent or Security Registrar.

4. Series.

This Security is one of a duly authorized issue of 3.950% due 2024 (the “Securities”), issued or to be issued in one or more series under an indenture dated as of September 3, 2003 (the “ Indenture ” ), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “ Trustee ” , which term includes any successor Trustee under the Indenture). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, unless otherwise defined herein. Pursuant to Section 2.03 of the Indenture, this series of Securities is issued under an officers ’ certificate of the Company dated July 2, 2019 (the “ Officers ’ Certificate ” ) to establish the terms of the Securities, setting forth such terms, to which Indenture and Officers ’ Certificate reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

The initial Securities of this series issued on July 2, 2019 (and any Securities of such series issued in exchange therefor) and any additional Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Securities of such series issued in exchange therefor) will be treated as a single class for all purposes under the Indenture.

The Securities will initially be issued in an aggregate principal amount of $ _______ .

5. Optional Redemption; No Sinking Fund.

At any time and from time to time prior to February 28, 2024, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a “make-whole” redemption price (the “Redemption Price”) equal to the greater of:

(1) 100% of the principal amount of the Securities being redeemed; and

(2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the Securities being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate, as defined below, plus 20 basis points.

In each case, the Company will pay accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date.

On or after February 28, 2024, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed, plus accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date of the Securities being redeemed.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ( “ Remaining Life ” ) of the Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Securities.

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

“ Reference Treasury Dealer ” means each of BofA Securities, Inc. and Morgan Stanley & Co. LLC and, in each case, their respective successors, provided , however , that if any of the foregoing ceases to be a primary U.S. government securities dealer in New York City, the Company will appoint another primary U.S. government securities dealer in New York City as a substitute plus two other primary U.S. government securities dealers in New York City selected by the Company.

“ Reference Treasury Dealer Quotations ” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third Business Day preceding the redemption date for the Securities being redeemed.

“ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “ H.15 ” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “ Treasury Constant Maturities, ” for the maturity corresponding to the applicable Comparable Treasury Issue; provided , however , that if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the applicable Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third Business Day preceding the redemption date.

If the Company elects to redeem less than all of the Securities, then the Trustee will select the particular Securities to be redeemed in a manner it deems appropriate and fair; provided that if the Securities are represented by one or more global securities, beneficial interests in such Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor.

Notice of any optional redemption will be delivered, at least 30 days but not more than 60 days, before the date of redemption to each Holder of the Securities to be redeemed. The notice of such redemption will state, among other things, the amount of Securities to be redeemed, the redemption date, the manner of calculating the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Securities or the portions called for redemption.

In connection with any optional redemption of the Securities, the Company shall give the Trustee notice of the redemption price promptly after the Company’s calculation thereof and the Trustee shall have no responsibility for such calculation.

No sinking fund is provided for the Securities of this series.

6. Change of Control.

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has previously exercised its right to redeem the Securities, the Company will make an offer to each Holder of Securities to repurchase all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) of that Holder ’ s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities being repurchased plus any accrued and unpaid interest on the Securities being repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company ’ s option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, the Company will deliver a notice to each Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

(1) accept for payment all Securities or portions of Securities (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) properly tendered pursuant to the Company ’ s offer;

(2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers ’ Certificate stating the aggregate principal amount of Securities being repurchased by the Company.

The paying agent will promptly deliver or arrange for delivery to each Holder of Securities properly tendered the repurchase price for such Holder’s Securities being repurchased, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 above that amount.

The Company will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. Notwithstanding anything to the contrary herein, an offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of such Change of Control Repurchase Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the offer.

“ Below Investment Grade Rating Event ” means the rating for the Securities is lowered to below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies as a result of such Change of Control); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at the Company’s 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 shall have occurred at the time of the Below Investment Grade Rating Event).

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company ’ s properties or assets and those of the Company ’ s Subsidiaries taken as a whole to any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries;

(2) the adoption by the holders of the Company ’ s Voting Stock of a plan relating to the Company ’ s liquidation or dissolution;

(3) the first day during any period of 24 consecutive months on which a majority of the members of the Company ’ s Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company ’ s Voting Stock, measured by voting power rather than number of shares; provided that a merger shall not constitute a “ change of control ” under this definition if (i) the sole purpose of the merger is the Company ’ s reincorporation in another state, and (ii) the Company ’ s shareholders and the number of shares of the Company ’ s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical.

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“ Continuing Director ” means, as of any date of determination, any member of the Company ’ s Board of Directors (i) who was a member of such Board of Directors on the date of the issuance of the Securities; (ii) who was nominated for election or elected to such Board of Directors with the approval of the individuals referred to in clause (i) above constituting at the time of such nomination or election at least a majority of the Board of Directors (either by a specific vote or by approval of the Company ’ s proxy statement in which such member was named as a nominee recommended by the Continuing Directors for election as a director); or (iii) whose nomination or election was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such nomination or election at least a majority of the Board of Directors.

“ Investment Grade ” means a rating of Baa3 or better by Moody ’ s (or its equivalent under any successor rating categories of Moody ’ s) and a rating of BBB- or better by S & P (or its equivalent under any successor rating categories of S & P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

“ Moody’s ” means Moody ’ s Investors Service, Inc., and its successor.

“ 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 Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company ’ s control, a “ nationally recognized statistical rating organization ” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Moody ’ s or S & P, as the case may be.

“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“ Voting Stock ” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

7. Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in minimum denominations of $2,000 of principal amount and integral multiples of $1,000 above that amount. A Holder may transfer or exchange the Securities in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

The Company shall not be required to exchange or register a transfer of: (a) any Security of this series for a period of fifteen days next preceding the first delivery of notice of redemption of Securities of this series or (b) any Securities of this series 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.

8. Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this Security for all purposes subject to the Record Date provisions hereof.

9. Unclaimed Money or Securities.

The Trustee and the paying agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

10. Amendment; Waiver.

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

11. Obligations Absolute.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

12. Trustee Dealings with the Company.

Subject to certain limitations imposed by the Trust Indenture Act of 1939, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not Trustee.

13. Book-Entry Provisions for Global Securities.

This Security is in the form of a Global Security as provided in the Indenture. The Global Security for this series initially shall: (i) be registered in the name of the Depositary, who shall be The Depository Trust Company, or its nominee, or as otherwise identified in or pursuant to the Officers ’ Certificate authorizing the issuance of this series of Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends.

Members of, or participants in, the Depositary ( “ Agent Members ” ) shall have no rights under the Indenture with respect to this Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under this Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of this Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of this Security.

Transfers of this Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in this Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in this Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security, or the Depositary has ceased to be a “ clearing agency ” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company in its sole discretion and subject to the Depositary’s procedures elects not to have the Securities represented by a Global Security and to cause the issuance of definitive Securities or (iii) an Event of Default has occurred and is continuing.

In connection with any transfer or exchange of a portion of the beneficial interest in this Global Security to beneficial owners pursuant to the immediately preceding paragraph, the Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the Security Register the date and a decrease in the principal amount of this Global Security in an amount equal to the principal amount of the beneficial interest in this Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. In connection with the transfer of this entire Global Security to beneficial owners pursuant to the immediately preceding paragraph, this Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in this Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

The Holder of this Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities.

14. Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Company to consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, and on the ability of the Company and its Restricted Subsidiaries to: (i) create, incur, assume or suffer to exist specified liens; and (ii) enter into sale and leaseback transactions. On or before the first day of October in each year, the Company must report to the Trustee on compliance with such limitations.

15. No Recourse Against Others.

A director, officer, employee, or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16. Authentication.

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee ’ s Certificate of Authentication on the other side of this Security.

17. 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).

18. Defeasance.

The Indenture contains provisions for defeasance at any time of: (i) the entire indebtedness of the Company on this Security, and (ii) certain restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. These provisions shall not apply to Section 6 above after a Change of Control Repurchase Event occurs.

19. GOVERNING LAW.

THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES.

* * *

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

L3Harris Technologies, Inc.

1025 West NASA Boulevard

Melbourne, FL 32919

Attn: Treasurer

ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to

---

(Insert assignee ’ s social security or tax I.D. no.)

---

(Print or type assignee ’ s name, address and zip code)

and irrevocably appoint ________________________________________agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Exhibit 4.7

L3HARRIS TECHNOLOGIES, INC.

3.950% SENIOR NOTES DUE 2024

Registered No. _______ Issue Date: _______

$ _______ Regulation S CUSIP No. U5465R AC8 Regulation S ISIN No. USU5465RAC89

Dated: _______	L3HARRIS TECHNOLOGIES, INC.
	By:
		Name:
		Title:

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Authorized Signatory
Dated: _______

Your Signature:
	(Sign exactly as your name appears on the other side of this Security)

Date:

Medallion Signature Guarantee:

SCHEDULE OF INCREASES OR DECREASES

The initial principal amount of this Security is $ _______ . The following increases or decreases in the principal amount of this Security have been made:

Date		Amount of decrease in principal amount of this Security		Amount of increase in principal amount of this Security		Principal amount of this Security following such decrease or increase		Signature of authorized signatory of Trustee

---

[FORM OF NOTE]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF L3HARRIS TECHNOLOGIES, INC. (“L3HARRIS”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO L3HARRIS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, L3HARRIS RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

L3HARRIS TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to Cede & Co. or registered assigns, the principal amount of $ _______ (as may be increased or decreased as reflected on the Schedule of Increases or Decreases attached hereto) on December 15, 2026.

This Security shall bear interest at the rate of 3.850% per annum. Additional provisions of this Security are set forth on the other side of this Security.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Trustee’s Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

TRUSTEE ’ S CERTIFICATE OF AUTHENTICATION

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

REVERSE OF SECURITY

3.850% SENIOR NOTES DUE 2026

1. Interest.

This Security shall bear interest at the rate of 3.850% per year on the principal amount hereof, from June 15, 2019 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semi-annually in arrears on June 15 and December 15 of each year (each, an “ Interest Payment Date ” ), commencing December 15, 2019, to the persons in whose names the Securities (as defined below) are registered at the close of business on June 1 or December 1 (each, a “ Record Date ” ) (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If the principal amount of this Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 7.01 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 5 hereof, or at maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate borne by this Security, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest will be paid: (i) so long as this Security is in the form of a Global Security, to the Depositary in immediately available funds; or (ii) if this Security is in the form of a definitive Security, then (a) on the definitive Securities having an aggregate principal amount of $10,000,000 or less, by check mailed to the Holders of such Securities, and (b) on the definitive Securities having an aggregate principal amount of more than $10,000,000, by wire transfer in immediately available funds at the written election of the Holders of these Securities; provided that the paying agent shall have received appropriate wire transfer instructions at least ten calendar days prior to the applicable Interest Payment Date.

The Company shall pay Additional Interest (as defined in the Registration Rights Agreement (the “Registration Rights Agreement”), dated July 2, 2019 by and among L3Harris Technologies, Inc. (f/k/a Harris Corporation) (the “Company”), BofA Securities, Inc. and Morgan Stanley & Co. LLC), if any, on the applicable Interest Payment Date in the same manner as interest is paid on the Securities and in the amounts set forth in the Registration Rights Agreement.

2. Method of Payment.

The Company shall pay interest on this Security (except defaulted interest) to the persons who are registered Holders of the Securities (as defined below) at the close of business on the Record Date next preceding the Interest Payment Date, even if such Securities are cancelled after such Record Date and on or before such Interest Payment Date. The Holder must surrender this Security to a paying agent to collect principal payments. Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices (as defined below) and at maturity to Holders who surrender Securities of this series to the paying agent to collect such payments in respect of such Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money.

3. Paying Agent and Security Registrar.

Initially, the Trustee (as defined in Section 4 below) will act as paying agent and Security Registrar. The Company may appoint and change any paying agent or Security Registrar without notice, other than notice to the Trustee; provided , however , that the Company will maintain at least one paying agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their affiliates may act as paying agent or Security Registrar.

4. Series.

This Security is one of a duly authorized issue of 3.850% due 2026 (the “Securities”), issued or to be issued in one or more series under an indenture dated as of September 3, 2003 (the “ Indenture ” ), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “ Trustee ” , which term includes any successor Trustee under the Indenture). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, unless otherwise defined herein. Pursuant to Section 2.03 of the Indenture, this series of Securities is issued under an officers ’ certificate of the Company dated July 2, 2019 (the “ Officers ’ Certificate ” ) to establish the terms of the Securities, setting forth such terms, to which Indenture and Officers ’ Certificate reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

The initial Securities of this series issued on July 2, 2019 (and any Securities of such series issued in exchange therefor) and any additional Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Securities of such series issued in exchange therefor) will be treated as a single class for all purposes under the Indenture.

The Securities will initially be issued in an aggregate principal amount of $ _______ .

5. Optional Redemption; No Sinking Fund.

At any time and from time to time prior to September 15, 2026, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a “make-whole” redemption price (the “Redemption Price”) equal to the greater of:

(1) 100% of the principal amount of the Securities being redeemed; and

(2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the Securities being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate, as defined below, plus 25 basis points.

In each case, the Company will pay accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date.

On or after September 15, 2026, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed, plus accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date of the Securities being redeemed.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ( “ Remaining Life ” ) of the Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Securities.

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

“ Reference Treasury Dealer ” means each of BofA Securities, Inc. and Morgan Stanley & Co. LLC and, in each case, their respective successors, provided , however , that if any of the foregoing ceases to be a primary U.S. government securities dealer in New York City, the Company will appoint another primary U.S. government securities dealer in New York City as a substitute plus two other primary U.S. government securities dealers in New York City selected by the Company.

“ Reference Treasury Dealer Quotations ” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third Business Day preceding the redemption date for the Securities being redeemed.

“ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “ H.15 ” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “ Treasury Constant Maturities, ” for the maturity corresponding to the applicable Comparable Treasury Issue; provided , however , that if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the applicable Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third Business Day preceding the redemption date.

If the Company elects to redeem less than all of the Securities, then the Trustee will select the particular Securities to be redeemed in a manner it deems appropriate and fair; provided that if the Securities are represented by one or more global securities, beneficial interests in such Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor.

Notice of any optional redemption will be delivered, at least 30 days but not more than 60 days, before the date of redemption to each Holder of the Securities to be redeemed. The notice of such redemption will state, among other things, the amount of Securities to be redeemed, the redemption date, the manner of calculating the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Securities or the portions called for redemption.

In connection with any optional redemption of the Securities, the Company shall give the Trustee notice of the redemption price promptly after the Company’s calculation thereof and the Trustee shall have no responsibility for such calculation.

No sinking fund is provided for the Securities of this series.

6. Change of Control.

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has previously exercised its right to redeem the Securities, the Company will make an offer to each Holder of Securities to repurchase all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) of that Holder ’ s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities being repurchased plus any accrued and unpaid interest on the Securities being repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company ’ s option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, the Company will deliver a notice to each Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

(1) accept for payment all Securities or portions of Securities (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) properly tendered pursuant to the Company ’ s offer;

(2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers ’ Certificate stating the aggregate principal amount of Securities being repurchased by the Company.

The paying agent will promptly deliver or arrange for delivery to each Holder of Securities properly tendered the repurchase price for such Holder’s Securities being repurchased, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 above that amount.

The Company will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. Notwithstanding anything to the contrary herein, an offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of such Change of Control Repurchase Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the offer.

“ Below Investment Grade Rating Event ” means the rating for the Securities is lowered to below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies as a result of such Change of Control); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at the Company’s 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 shall have occurred at the time of the Below Investment Grade Rating Event).

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company ’ s properties or assets and those of the Company ’ s Subsidiaries taken as a whole to any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries;

(2) the adoption by the holders of the Company ’ s Voting Stock of a plan relating to the Company ’ s liquidation or dissolution;

(3) the first day during any period of 24 consecutive months on which a majority of the members of the Company ’ s Board of Directors are not Continuing Directors; or

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company ’ s Voting Stock, measured by voting power rather than number of shares; provided that a merger shall not constitute a “ change of control ” under this definition if (i) the sole purpose of the merger is the Company ’ s reincorporation in another state, and (ii) the Company ’ s shareholders and the number of shares of the Company ’ s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical.

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“ Continuing Director ” means, as of any date of determination, any member of the Company ’ s Board of Directors (i) who was a member of such Board of Directors on the date of the issuance of the Securities; (ii) who was nominated for election or elected to such Board of Directors with the approval of the individuals referred to in clause (i) above constituting at the time of such nomination or election at least a majority of the Board of Directors (either by a specific vote or by approval of the Company ’ s proxy statement in which such member was named as a nominee recommended by the Continuing Directors for election as a director); or (iii) whose nomination or election was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such nomination or election at least a majority of the Board of Directors.

“ Investment Grade ” means a rating of Baa3 or better by Moody ’ s (or its equivalent under any successor rating categories of Moody ’ s) and a rating of BBB- or better by S & P (or its equivalent under any successor rating categories of S & P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

“ Moody’s ” means Moody ’ s Investors Service, Inc., and its successor.

“ 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 Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company ’ s control, a “ nationally recognized statistical rating organization ” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Moody ’ s or S & P, as the case may be.

“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“ Voting Stock ” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

7. Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in minimum denominations of $2,000 of principal amount and integral multiples of $1,000 above that amount. A Holder may transfer or exchange the Securities in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

The Company shall not be required to exchange or register a transfer of: (a) any Security of this series for a period of fifteen days next preceding the first delivery of notice of redemption of Securities of this series or (b) any Securities of this series 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.

8. Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this Security for all purposes subject to the Record Date provisions hereof.

9. Unclaimed Money or Securities.

The Trustee and the paying agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

10. Amendment; Waiver.

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

11. Obligations Absolute.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

12. Trustee Dealings with the Company.

Subject to certain limitations imposed by the Trust Indenture Act of 1939, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not Trustee.

13. Book-Entry Provisions for Global Securities.

This Security is in the form of a Global Security as provided in the Indenture. The Global Security for this series initially shall: (i) be registered in the name of the Depositary, who shall be The Depository Trust Company, or its nominee, or as otherwise identified in or pursuant to the Officers ’ Certificate authorizing the issuance of this series of Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends.

Members of, or participants in, the Depositary ( “ Agent Members ” ) shall have no rights under the Indenture with respect to this Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under this Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of this Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of this Security.

Transfers of this Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in this Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in this Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security, or the Depositary has ceased to be a “ clearing agency ” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company in its sole discretion and subject to the Depositary’s procedures elects not to have the Securities represented by a Global Security and to cause the issuance of definitive Securities or (iii) an Event of Default has occurred and is continuing.

In connection with any transfer or exchange of a portion of the beneficial interest in this Global Security to beneficial owners pursuant to the immediately preceding paragraph, the Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the Security Register the date and a decrease in the principal amount of this Global Security in an amount equal to the principal amount of the beneficial interest in this Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. In connection with the transfer of this entire Global Security to beneficial owners pursuant to the immediately preceding paragraph, this Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in this Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

The Holder of this Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities.

14. Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Company to consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, and on the ability of the Company and its Restricted Subsidiaries to: (i) create, incur, assume or suffer to exist specified liens; and (ii) enter into sale and leaseback transactions. On or before the first day of October in each year, the Company must report to the Trustee on compliance with such limitations.

15. No Recourse Against Others.

A director, officer, employee, or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16. Authentication.

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee ’ s Certificate of Authentication on the other side of this Security.

17. 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).

18. Defeasance.

The Indenture contains provisions for defeasance at any time of: (i) the entire indebtedness of the Company on this Security, and (ii) certain restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. These provisions shall not apply to Section 6 above after a Change of Control Repurchase Event occurs.

19. GOVERNING LAW.

THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES.

* * *

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

L3Harris Technologies, Inc.

1025 West NASA Boulevard

Melbourne, FL 32919

Attn: Treasurer

ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to

---

(Insert assignee ’ s social security or tax I.D. no.)

---

(Print or type assignee ’ s name, address and zip code)

and irrevocably appoint ________________________________________agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Exhibit 4.9

 

[FORM OF NOTE]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF L3HARRIS TECHNOLOGIES, INC. (“L3HARRIS”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO L3HARRIS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

 

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (E) ABOVE, L3HARRIS RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

 

L3HARRIS TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of the State of Delaware, promises to pay to Cede & Co. or registered assigns, the principal amount of $ _______ (as may be increased or decreased as reflected on the Schedule of Increases or Decreases attached hereto) on December 15, 2026.

 

This Security shall bear interest at the rate of 3.850% per annum. Additional provisions of this Security are set forth on the other side of this Security.

 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Trustee’s Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

TRUSTEE ’ S CERTIFICATE OF AUTHENTICATION

 

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

 

REVERSE OF SECURITY

 

3.850% SENIOR NOTES DUE 2026

 

1. Interest.

 

This Security shall bear interest at the rate of 3.850% per year on the principal amount hereof, from June 15, 2019 or from the most recent Interest Payment Date (as defined below) to which payment has been paid or duly provided for, payable semi-annually in arrears on June 15 and December 15 of each year (each, an “ Interest Payment Date ” ), commencing December 15, 2019, to the persons in whose names the Securities (as defined below) are registered at the close of business on June 1 or December 1 (each, a “ Record Date ” ) (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months.

 

If the principal amount of this Security, plus accrued and unpaid interest, or any portion thereof, is not paid when due (whether upon acceleration pursuant to Section 7.01 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 5 hereof, or at maturity of this Security), then, in each such case, the overdue amount shall, to the extent permitted by law, bear interest at the rate borne by this Security, compounded semi-annually, which interest shall accrue from the date such overdue amount was originally due to the date of payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand and shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

 

Interest will be paid: (i) so long as this Security is in the form of a Global Security, to the Depositary in immediately available funds; or (ii) if this Security is in the form of a definitive Security, then (a) on the definitive Securities having an aggregate principal amount of $10,000,000 or less, by check mailed to the Holders of such Securities, and (b) on the definitive Securities having an aggregate principal amount of more than $10,000,000, by wire transfer in immediately available funds at the written election of the Holders of these Securities; provided that the paying agent shall have received appropriate wire transfer instructions at least ten calendar days prior to the applicable Interest Payment Date.

 

The Company shall pay Additional Interest (as defined in the Registration Rights Agreement (the “Registration Rights Agreement”), dated July 2, 2019 by and among L3Harris Technologies, Inc. (f/k/a Harris Corporation) (the “Company”), BofA Securities, Inc. and Morgan Stanley & Co. LLC), if any, on the applicable Interest Payment Date in the same manner as interest is paid on the Securities and in the amounts set forth in the Registration Rights Agreement.

 

2. Method of Payment.

 

The Company shall pay interest on this Security (except defaulted interest) to the persons who are registered Holders of the Securities (as defined below) at the close of business on the Record Date next preceding the Interest Payment Date, even if such Securities are cancelled after such Record Date and on or before such Interest Payment Date. The Holder must surrender this Security to a paying agent to collect principal payments. Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices (as defined below) and at maturity to Holders who surrender Securities of this series to the paying agent to collect such payments in respect of such Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by wire transfer of immediately available funds or check payable in such money.

 

3. Paying Agent and Security Registrar.

 

Initially, the Trustee (as defined in Section 4 below) will act as paying agent and Security Registrar. The Company may appoint and change any paying agent or Security Registrar without notice, other than notice to the Trustee; provided , however , that the Company will maintain at least one paying agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their affiliates may act as paying agent or Security Registrar.

 

4. Series.

 

This Security is one of a duly authorized issue of 3.850% due 2026 (the “Securities”), issued or to be issued in one or more series under an indenture dated as of September 3, 2003 (the “ Indenture ” ), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “ Trustee ” , which term includes any successor Trustee under the Indenture). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, unless otherwise defined herein. Pursuant to Section 2.03 of the Indenture, this series of Securities is issued under an officers ’ certificate of the Company dated July 2, 2019 (the “ Officers ’ Certificate ” ) to establish the terms of the Securities, setting forth such terms, to which Indenture and Officers ’ Certificate reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.

The initial Securities of this series issued on July 2, 2019 (and any Securities of such series issued in exchange therefor) and any additional Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Securities of such series issued in exchange therefor) will be treated as a single class for all purposes under the Indenture.

 

The Securities will initially be issued in an aggregate principal amount of $ _______ .

 

5. Optional Redemption; No Sinking Fund.

 

At any time and from time to time prior to September 15, 2026, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a “make-whole” redemption price (the “Redemption Price”) equal to the greater of:

 

(1) 100% of the principal amount of the Securities being redeemed; and

(2) the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the Securities being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate, as defined below, plus 25 basis points.

 

In each case, the Company will pay accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date.

 

On or after September 15, 2026, the Company may, at its option, redeem the Securities in whole, at any time, or in part, from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed, plus accrued interest on the principal amount of the Securities being redeemed to, but not including, the redemption date of the Securities being redeemed.

 

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ( “ Remaining Life ” ) of the Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Securities.

 

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

 

“ Independent Investment Banker ” means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time.

 

“ Reference Treasury Dealer ” means each of BofA Securities, Inc. and Morgan Stanley & Co. LLC and, in each case, their respective successors, provided , however , that if any of the foregoing ceases to be a primary U.S. government securities dealer in New York City, the Company will appoint another primary U.S. government securities dealer in New York City as a substitute plus two other primary U.S. government securities dealers in New York City selected by the Company.

 

“ Reference Treasury Dealer Quotations ” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third Business Day preceding the redemption date for the Securities being redeemed.

 

“ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “ H.15 ” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “ Treasury Constant Maturities, ” for the maturity corresponding to the applicable Comparable Treasury Issue; provided , however , that if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the applicable Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by the Independent Investment Banker on the third Business Day preceding the redemption date.

If the Company elects to redeem less than all of the Securities, then the Trustee will select the particular Securities to be redeemed in a manner it deems appropriate and fair; provided that if the Securities are represented by one or more global securities, beneficial interests in such Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor.

 

Notice of any optional redemption will be delivered, at least 30 days but not more than 60 days, before the date of redemption to each Holder of the Securities to be redeemed. The notice of such redemption will state, among other things, the amount of Securities to be redeemed, the redemption date, the manner of calculating the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the date of redemption, interest will cease to accrue on the Securities or the portions called for redemption.

 

In connection with any optional redemption of the Securities, the Company shall give the Trustee notice of the redemption price promptly after the Company’s calculation thereof and the Trustee shall have no responsibility for such calculation.

 

No sinking fund is provided for the Securities of this series.

 

6. Change of Control.

 

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has previously exercised its right to redeem the Securities, the Company will make an offer to each Holder of Securities to repurchase all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) of that Holder ’ s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities being repurchased plus any accrued and unpaid interest on the Securities being repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Company ’ s option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, the Company will deliver a notice to each Holder of Securities, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The notice shall, if delivered prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

 

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (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 Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

 

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

 

(1) accept for payment all Securities or portions of Securities (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) properly tendered pursuant to the Company ’ s offer;

 

(2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

 

(3) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers ’ Certificate stating the aggregate principal amount of Securities being repurchased by the Company.

 

The paying agent will promptly deliver or arrange for delivery to each Holder of Securities properly tendered the repurchase price for such Holder’s Securities being repurchased, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 above that amount.

The Company will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. Notwithstanding anything to the contrary herein, an offer to repurchase the Securities upon a Change of Control Repurchase Event may be made in advance of such Change of Control Repurchase Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the offer.

 

“ Below Investment Grade Rating Event ” means the rating for the Securities is lowered to below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies as a result of such Change of Control); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at the Company’s 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 shall have occurred at the time of the Below Investment Grade Rating Event).

 

“ Change of Control ” means the occurrence of any of the following:

 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company ’ s properties or assets and those of the Company ’ s Subsidiaries taken as a whole to any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries;

 

(2) the adoption by the holders of the Company ’ s Voting Stock of a plan relating to the Company ’ s liquidation or dissolution;

 

(3) the first day during any period of 24 consecutive months on which a majority of the members of the Company ’ s Board of Directors are not Continuing Directors; or

 

(4) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “ person ” or “ group ” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its wholly-owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company ’ s Voting Stock, measured by voting power rather than number of shares; provided that a merger shall not constitute a “ change of control ” under this definition if (i) the sole purpose of the merger is the Company ’ s reincorporation in another state, and (ii) the Company ’ s shareholders and the number of shares of the Company ’ s Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical.

 

“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

 

“ Continuing Director ” means, as of any date of determination, any member of the Company ’ s Board of Directors (i) who was a member of such Board of Directors on the date of the issuance of the Securities; (ii) who was nominated for election or elected to such Board of Directors with the approval of the individuals referred to in clause (i) above constituting at the time of such nomination or election at least a majority of the Board of Directors (either by a specific vote or by approval of the Company ’ s proxy statement in which such member was named as a nominee recommended by the Continuing Directors for election as a director); or (iii) whose nomination or election was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such nomination or election at least a majority of the Board of Directors.

 

“ Investment Grade ” means a rating of Baa3 or better by Moody ’ s (or its equivalent under any successor rating categories of Moody ’ s) and a rating of BBB- or better by S & P (or its equivalent under any successor rating categories of S & P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

 

“ Moody’s ” means Moody ’ s Investors Service, Inc., and its successor.

 

“ 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 Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company ’ s control, a “ nationally recognized statistical rating organization ” as defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Moody ’ s or S & P, as the case may be.

“ Voting Stock ” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency.

 

7. Denominations; Transfer; Exchange.

 

The Securities are in fully registered form, without coupons, in minimum denominations of $2,000 of principal amount and integral multiples of $1,000 above that amount. A Holder may transfer or exchange the Securities in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

 

The Company shall not be required to exchange or register a transfer of: (a) any Security of this series for a period of fifteen days next preceding the first delivery of notice of redemption of Securities of this series or (b) any Securities of this series 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.

 

8. Persons Deemed Owners.

 

The registered Holder of this Security may be treated as the owner of this Security for all purposes subject to the Record Date provisions hereof.

 

9. Unclaimed Money or Securities.

 

The Trustee and the paying agent shall return to the Company any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

 

10. Amendment; Waiver.

 

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

 

11. Obligations Absolute.

 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

 

12. Trustee Dealings with the Company.

 

Subject to certain limitations imposed by the Trust Indenture Act of 1939, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not Trustee.

 

13. Book-Entry Provisions for Global Securities.

 

This Security is in the form of a Global Security as provided in the Indenture. The Global Security for this series initially shall: (i) be registered in the name of the Depositary, who shall be The Depository Trust Company, or its nominee, or as otherwise identified in or pursuant to the Officers ’ Certificate authorizing the issuance of this series of Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear any required legends.

Members of, or participants in, the Depositary ( “ Agent Members ” ) shall have no rights under the Indenture with respect to this Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under this Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of this Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of this Security.

 

Transfers of this Global Security shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in this Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depositary. Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in this Global Security only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security, or the Depositary has ceased to be a “ clearing agency ” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company in its sole discretion and subject to the Depositary’s procedures elects not to have the Securities represented by a Global Security and to cause the issuance of definitive Securities or (iii) an Event of Default has occurred and is continuing.

 

In connection with any transfer or exchange of a portion of the beneficial interest in this Global Security to beneficial owners pursuant to the immediately preceding paragraph, the Security Registrar shall (if one or more definitive Securities are to be issued) reflect on the Security Register the date and a decrease in the principal amount of this Global Security in an amount equal to the principal amount of the beneficial interest in this Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. In connection with the transfer of this entire Global Security to beneficial owners pursuant to the immediately preceding paragraph, this Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in this Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

 

The Holder of this Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities.

 

14. Restrictive Covenants.

 

The Indenture imposes certain limitations on the ability of the Company to consolidate or merge with or into any other person, or sell or transfer all or substantially all of its property and assets to any other person, and on the ability of the Company and its Restricted Subsidiaries to: (i) create, incur, assume or suffer to exist specified liens; and (ii) enter into sale and leaseback transactions. On or before the first day of October in each year, the Company must report to the Trustee on compliance with such limitations.

 

15. No Recourse Against Others.

 

A director, officer, employee, or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

 

16. Authentication.

 

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee ’ s Certificate of Authentication on the other side of this Security.

 

17. 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).

 

18. Defeasance.

 

The Indenture contains provisions for defeasance at any time of: (i) the entire indebtedness of the Company on this Security, and (ii) certain restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. These provisions shall not apply to Section 6 above after a Change of Control Repurchase Event occurs.

19. GOVERNING LAW.

 

THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD AS TO CONFLICT OF LAW PRINCIPLES.

 

* * *

 

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

ASSIGNMENT FORM

 

To assign this Security, fill in the form below:

 

(I) or (we) assign and transfer this Security to

 

---

(Insert assignee ’ s social security or tax I.D. no.)

---

(Print or type assignee ’ s name, address and zip code)

 

and irrevocably appoint ________________________________________agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Exhibit 4.10

L3HARRIS TECHNOLOGIES, INC.

 

4.400% SENIOR NOTES DUE 2028

 

Registered No.

$ _______

Issue Date:			Rule 144A CUSIP No. 502431 AE9
			Rule 144A ISIN No. US502431AE99

Dated:			L3HARRIS TECHNOLOGIES, INC.
			By:
				Name:
				Title:

			THE BANK OF NEW YORK MELLON
			TRUST COMPANY, N.A., as Trustee
			By:
				Authorized Signatory
Dated:

	L3Harris Technologies, Inc.
	1025 West NASA Boulevard
	Melbourne, FL 32919
	Attn: Treasurer

Your Signature:
	(Sign exactly as your name appears on the other side of this Security)

Date:

Medallion Signature Guarantee:

SCHEDULE OF INCREASES OR DECREASES

 

The initial principal amount of this Security is $ _______ . The following increases or decreases in the principal amount of this Security have been made:

 

Date		Amount of decrease in principal amount of this Security		Amount of increase in principal amount of this Security		Principal amount of this Security following such decrease or increase		Signature of authorized signatory of Trustee

 

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Exhibit 4.11

L3HARRIS TECHNOLOGIES, INC.

4.400% SENIOR NOTES DUE 2028

Registered No. _______ Issue Date: _______

$ _______ Regulation S CUSIP No. U5465R AE4 Regulation S ISIN No. USU5465RAE46

	L3HARRIS TECHNOLOGIES, INC.
Dated: _______
	By:
		Name:
		Title:

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Authorized Signatory
Dated: _______

(I) or (we) assign and transfer this Security to

(Insert assignee ’ s social security or tax I.D. no.)

(Print or type assignee ’ s name, address and zip code)

Your Signature:
	(Sign exactly as your name appears on the other side of this Security)

Date:

Medallion Signature Guarantee:

SCHEDULE OF INCREASES OR DECREASES

The initial principal amount of this Security is $ _______ . The following increases or decreases in the principal amount of this Security have been made:

Date		Amount of decrease in principal amount of this Security		Amount of increase in principal amount of this Security		Principal amount of this Security following such decrease or increase		Signature of authorized signatory of Trustee

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