EX-4.1



 Exhibit 4.1 
  

 
  

MICROCHIP TECHNOLOGY INCORPORATED 

AND 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Trustee 

INDENTURE 
 Dated as of
February 15, 2017 
 1.625% Convertible Senior Subordinated Notes due 2027 

 
  

 







 TABLE OF CONTENTS 

 
  

 

							
	 	 	 	  	PAGE	 
	ARTICLE 1	  
	DEFINITIONS	  
			
	 Section 1.01.
	 	 Definitions
	  	 	1	  
	 Section 1.02.
	 	 References to Interest
	  	 	15	  
	
	ARTICLE 2	  
	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	  
			
	 Section 2.01.
	 	 Designation and Amount
	  	 	15	  
	 Section 2.02.
	 	 Form of Notes
	  	 	15	  
	 Section 2.03.
	 	 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts
	  	 	16	  
	 Section 2.04.
	 	 Execution, Authentication and Delivery of Notes
	  	 	18	  
	 Section 2.05.
	 	 Exchange and Registration of Transfer of Notes; Restrictions on Transfer;
Depositary
	  	 	18	  
	 Section 2.06.
	 	 Mutilated, Destroyed, Lost or Stolen Notes
	  	 	25	  
	 Section 2.07.
	 	 Temporary Notes
	  	 	25	  
	 Section 2.08.
	 	 Cancellation of Notes Paid, Converted, Etc
	  	 	26	  
	 Section 2.09.
	 	 CUSIP Numbers
	  	 	26	  
	 Section 2.10.
	 	 Additional Notes; Repurchases
	  	 	26	  
	
	ARTICLE 3	  
	SATISFACTION AND DISCHARGE	  
			
	 Section 3.01.
	 	 Satisfaction and Discharge
	  	 	27	  
	
	ARTICLE 4	  
	PARTICULAR COVENANTS OF THE COMPANY	  
			
	 Section 4.01.
	 	 Payment of Principal and Interest
	  	 	27	  
	 Section 4.02.
	 	 Maintenance of Office or Agency
	  	 	27	  
	 Section 4.03.
	 	 Appointments to Fill Vacancies in Trustee’s Office
	  	 	28	  
	 Section 4.04.
	 	 Provisions as to Paying Agent
	  	 	28	  
	 Section 4.05.
	 	 Existence
	  	 	29	  
	 Section 4.06.
	 	 Rule 144A Information Requirement and Annual Reports
	  	 	29	  
	 Section 4.07.
	 	 Stay, Extension and Usury Laws
	  	 	31	  
	 Section 4.08.
	 	 Compliance Certificate; Statements as to Defaults
	  	 	31	  
	 Section 4.09.
	 	 Further Instruments and Acts
	  	 	32	  


  
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	ARTICLE 5	  
	LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE
TRUSTEE	  
			
	 Section 5.01.
	 	 Lists of Holders
	  	 	32	  
	 Section 5.02.
	 	 Preservation and Disclosure of Lists
	  	 	32	  
	
	ARTICLE 6	  
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01.
	 	 Events of Default
	  	 	32	  
	 Section 6.02.
	 	 Acceleration; Rescission and Annulment
	  	 	34	  
	 Section 6.03.
	 	 Additional Interest
	  	 	35	  
	 Section 6.04.
	 	 Payments of Notes on Default; Suit Therefor
	  	 	36	  
	 Section 6.05.
	 	 Application of Monies Collected by Trustee
	  	 	37	  
	 Section 6.06.
	 	 Proceedings by Holders
	  	 	38	  
	 Section 6.07.
	 	 Proceedings by Trustee
	  	 	39	  
	 Section 6.08.
	 	 Remedies Cumulative and Continuing
	  	 	39	  
	 Section 6.09.
	 	 Direction of Proceedings and Waiver of Defaults by Majority of Holders
	  	 	39	  
	 Section 6.10.
	 	 Notice of Defaults
	  	 	40	  
	 Section 6.11.
	 	 Undertaking to Pay Costs
	  	 	40	  
	
	ARTICLE 7	  
	 CONCERNING THE TRUSTEE
	   

			
	 Section 7.01.
	 	 Duties and Responsibilities of Trustee
	  	 	41	  
	 Section 7.02.
	 	 Reliance on Documents, Opinions, Etc
	  	 	42	  
	 Section 7.03.
	 	 No Responsibility for Recitals, Etc
	  	 	44	  
	 Section 7.04.
	 	 Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own
Notes
	  	 	44	  
	 Section 7.05.
	 	 Monies and Shares of Common Stock to Be Held in Trust
	  	 	44	  
	 Section 7.06.
	 	 Compensation and Expenses of Trustee
	  	 	44	  
	 Section 7.07.
	 	 Officer’s Certificate as Evidence
	  	 	45	  
	 Section 7.08.
	 	 Eligibility of Trustee
	  	 	45	  
	 Section 7.09.
	 	 Resignation or Removal of Trustee
	  	 	46	  
	 Section 7.10.
	 	 Acceptance by Successor Trustee
	  	 	47	  
	 Section 7.11.
	 	 Succession by Merger, Etc
	  	 	47	  
	 Section 7.12.
	 	 Trustee’s Application for Instructions from the Company
	  	 	48	  
	
	ARTICLE 8	  
	CONCERNING THE HOLDERS	  
			
	 Section 8.01.
	 	 Action by Holders
	  	 	48	  
	 Section 8.02.
	 	 Proof of Execution by Holders
	  	 	48	  
	 Section 8.03.
	 	 Who Are Deemed Absolute Owners
	  	 	49	  
	 Section 8.04.
	 	 Company-Owned Notes Disregarded
	  	 	49	  
	 Section 8.05.
	 	 Revocation of Consents; Future Holders Bound
	  	 	49	  


  
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	ARTICLE 9	  
	HOLDERS’ MEETINGS	  
			
	 Section 9.01.
	 	 Purpose of Meetings
	  	 	50	  
	 Section 9.02.
	 	 Call of Meetings by Trustee
	  	 	50	  
	 Section 9.03.
	 	 Call of Meetings by Company or Holders
	  	 	51	  
	 Section 9.04.
	 	 Qualifications for Voting
	  	 	51	  
	 Section 9.05.
	 	 Regulations
	  	 	51	  
	 Section 9.06.
	 	 Voting
	  	 	51	  
	 Section 9.07.
	 	 No Delay of Rights by Meeting
	  	 	52	  
	
	ARTICLE 10	  
	SUPPLEMENTAL INDENTURES	  
			
	 Section 10.01.
	 	 Supplemental Indentures Without Consent of Holders
	  	 	52	  
	 Section 10.02.
	 	 Supplemental Indentures with Consent of Holders
	  	 	53	  
	 Section 10.03.
	 	 Effect of Supplemental Indentures
	  	 	54	  
	 Section 10.04.
	 	 Notation on Notes
	  	 	54	  
	 Section 10.05.
	 	 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee
	  	 	54	  
	
	ARTICLE 11	  
	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	  
			
	 Section 11.01.
	 	 Company May Consolidate, Etc. on Certain Terms
	  	 	55	  
	 Section 11.02.
	 	 Successor Corporation to Be Substituted
	  	 	55	  
	 Section 11.03.
	 	 Officer’s Certificate and Opinion of Counsel to Be Given to Trustee
	  	 	56	  
	
	ARTICLE 12	  
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	  
			
	 Section 12.01.
	 	 Indenture and Notes Solely Corporate Obligations
	  	 	56	  
	
	ARTICLE 13	  
	SUBORDINATION	  
			
	 Section 13.01.
	 	 Agreement of Subordination
	  	 	56	  
	 Section 13.02.
	 	 Payment to Holders
	  	 	57	  
	 Section 13.03.
	 	 Subrogation of the Notes
	  	 	59	  
	 Section 13.04.
	 	 Authorization to Effect Subordination
	  	 	60	  
	 Section 13.05.
	 	 Notice to Trustee
	  	 	60	  
	 Section 13.06.
	 	 Senior Debt Entitled to Rely
	  	 	61	  
	 Section 13.07.
	 	 Reinstatement
	  	 	61	  
	 Section 13.08.
	 	 Action by Holders of Senior Debt
	  	 	62	  
	 Section 13.09.
	 	 Trustee Not Fiduciary for Holders of Senior Debt
	  	 	62	  


  
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	ARTICLE 14	  
	CONVERSION OF NOTES	  
			
	 Section 14.01.
	 	 Conversion Privilege
	  	 	62	  
	 Section 14.02.
	 	 Conversion Procedure; Settlement Upon Conversion
	  	 	65	  
	 Section 14.03.
	 	 Increased Base Conversion Rate Applicable to Certain Notes Surrendered in Connection with
Make-Whole Fundamental Changes
	  	 	69	  
	 Section 14.04.
	 	 Adjustment of Base Conversion Rate
	  	 	72	  
	 Section 14.05.
	 	 Adjustments of Prices
	  	 	82	  
	 Section 14.06.
	 	 Shares to Be Fully Paid
	  	 	82	  
	 Section 14.07.
	 	 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock
	  	 	82	  
	 Section 14.08.
	 	 Certain Covenants
	  	 	84	  
	 Section 14.09.
	 	 Responsibility of Trustee
	  	 	84	  
	 Section 14.10.
	 	 Notice to Holders Prior to Certain Actions
	  	 	85	  
	 Section 14.11.
	 	 Stockholder Rights Plans
	  	 	86	  
	 Section 14.12.
	 	 Exchange In Lieu Of Conversion
	  	 	86	  
	
	ARTICLE 15	  
	REPURCHASE OF NOTES AT OPTION OF HOLDERS	  
			
	 Section 15.01.
	 	 Intentionally Omitted
	  	 	87	  
	 Section 15.02.
	 	 Repurchase at Option of Holders Upon a Fundamental Change
	  	 	87	  
	 Section 15.03.
	 	 Withdrawal of Fundamental Change Repurchase Notice
	  	 	89	  
	 Section 15.04.
	 	 Deposit of Fundamental Change Repurchase Price
	  	 	90	  
	 Section 15.05.
	 	 Covenant to Comply with Applicable Laws Upon Repurchase of Notes
	  	 	90	  
	
	ARTICLE 16	  
	NO OPTIONAL REDEMPTION	  
			
	 Section 16.01.
	 	 No Optional Redemption
	  	 	91	  
	
	ARTICLE 17	  
	MISCELLANEOUS PROVISIONS	  
			
	 Section 17.01.
	 	 Provisions Binding on Company’s Successors
	  	 	91	  
	 Section 17.02.
	 	 Official Acts by Successor Corporation
	  	 	91	  
	 Section 17.03.
	 	 Addresses for Notices, Etc
	  	 	91	  
	 Section 17.04.
	 	 Governing Law; Jurisdiction
	  	 	92	  
	 Section 17.05.
	 	 Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to
Trustee
	  	 	92	  
	 Section 17.06.
	 	 Legal Holidays
	  	 	93	  
	 Section 17.07.
	 	 No Security Interest Created
	  	 	93	  
	 Section 17.08.
	 	 Benefits of Indenture
	  	 	93	  
	 Section 17.09.
	 	 Table of Contents, Headings, Etc
	  	 	93	  
	 Section 17.10.
	 	 Authenticating Agent
	  	 	93	  
	 Section 17.11.
	 	 Execution in Counterparts
	  	 	94	  


  
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	 Section 17.12.
	 	Severability	  	 	95	  
	 Section 17.13.
	 	Waiver of Jury Trial	  	 	95	  
	 Section 17.14.
	 	Force Majeure	  	 	95	  
	 Section 17.15.
	 	Calculations	  	 	95	  
	 Section 17.16.
	 	U.S.A. Patriot Act	  	 	95	  
	 Section 17.17.
	 	Tax Reporting; Applicable Tax Law	  	 	95	  
	
	EXHIBIT	  
			
	 Exhibit A
	 	 Form of Note
	  	 	A-1	  


  
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 INDENTURE, dated as of February 15, 2017, between MICROCHIP TECHNOLOGY INCORPORATED, a
Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set
forth in Section 1.01). 
 W I T N E S S E T H: 

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 1.625% Convertible Senior Subordinated Notes
due 2027 (the “Notes”), initially in an aggregate principal amount not to exceed $1,800,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant
to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly
authorized the execution and delivery of this Indenture; and 
 WHEREAS, the Form of Note, the certificate of authentication to be borne by
each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and 

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

 That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes
(except as otherwise provided below), as follows: 
 ARTICLE 1 

DEFINITIONS 

Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,”
“hereunder,” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular, except for purposes
of Article 11. 







 “Additional Interest” means all amounts, if any, payable pursuant to
Section 4.06(d), Section 4.06(e) and Section 6.03, as applicable. 
 “Additional Shares” shall have the meaning
specified in Section 14.03(a). 
 “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the
direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing. 
 “Agent” means any Registrar, Paying Agent, Custodian, Conversion Agent, or Bid Solicitation Agent.

 “Amended Credit Agreement” means that certain Credit Agreement, dated as of June 27, 2013 (as amended
on February 4, 2015 and from time to time), by and among Microchip Technology Incorporated, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 

“Applicable Tax Law” shall have the meaning specified in Section 17.17. 

“Base Conversion Price” means, subject to Section 14.02(a) and Section 14.03(e), as of any time, $1,000
divided by the Base Conversion Rate of such time, which shall initially be $101.08, rounded to the nearest one-hundredth (1/100) of a cent. 

“Base Conversion Rate” shall have the meaning specified in Section 14.01(a). 

“Bid Solicitation Agent” means the Company or the Person appointed by the Company to solicit bids for the
Trading Price of the Notes in accordance with Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. 

“Board of Directors” means the board of directors of the Company or a committee of such board duly authorized
to act for it hereunder. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal
Reserve Bank of New York is authorized or required by law or executive order to close or be closed. 

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

“Cash Settlement” shall have the meaning specified in Section 14.02(a). 

“Clause A Distribution” shall have the meaning specified in Section 14.04(d). 

“Clause B Distribution” shall have the meaning specified in Section 14.04(d). 

“Clause C Distribution” shall have the meaning specified in Section 14.04(d). 

“close of business” means 5:00 p.m. (New York City time). 

“Combination Settlement” shall have the meaning specified in Section 14.02(a). 

“Commission” means the U.S. Securities and Exchange Commission. 

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

 “Common Stock” means the common stock of the Company, par value $0.001 per share, at the date of this Indenture,
subject to Section 14.07. 
 “Company” shall have the meaning specified in the first paragraph of this Indenture, and
subject to the provisions of Article 11, shall include its successors and assigns. 
 “Company Order” means a
written order of the Company, signed by (a) the Company’s Chief Executive Officer, Chief Financial Officer, President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or
words added before or after the title “Vice President”) and (b) any such other Officer designated in clause (a) of this definition or the Company’s Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary,
and delivered to the Trustee. 
 “Conversion Agent” shall have the meaning specified in Section 4.02. 

“Conversion Date” shall have the meaning specified in Section 14.02(c). 

“Conversion Consideration” shall have the meaning specified in Section 14.12(a). 

“Conversion Obligation” shall have the meaning specified in Section 14.01(a). 

“Conversion Price” means as of any time, $1,000, divided by the Conversion Rate as of such time. 

“Conversion Rate” shall have the meaning specified in Section 14.01(a); provided that, for purposes of Section
14.01(b)(i) only, “Conversion Rate” on any day will be (i) if the Last 

  
 3 








 
Reported Sale Price on the Trading Day immediately preceding such day is less than or equal to the Base Conversion Price, the Base Conversion Rate and (ii) if such Last Reported Sale Price
is greater than the Base Conversion Price, the Base Conversion Rate plus a number of shares equal to the product of (a) the Incremental Share Factor and (b) the difference between such Last Reported Sale Price and the Base Conversion
Price, such difference divided by such Last Reported Sale Price. 
 “Conversion Rate Cap” shall have the
meaning specified in Section 14.03(e). 
 “Corporate Trust Office” means the designated office of the Trustee
at which at any time its corporate trust business in respect to this Indenture shall be administered, which office at the date hereof is located at 333 S. Grand Avenue, 5th Floor, Suite 5A, Los
Angeles, CA 90071 Attn: Corporate, Municipal and Escrow Services, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or
such other address as such successor trustee may designate from time to time by notice to the Holders and the Company). With respect to Agent services such address shall be Corporate Trust Operations, MAC
N9300-070, 600 South Fourth Street, Minneapolis, MN 55479. 
 “Custodian” means the
Trustee, as custodian for The Depository Trust Company, with respect to the Global Notes, or any successor entity thereto. 

“Daily Conversion Rate Fraction” means, with respect to any Trading Day during the related Observation
Period, a number to be determined as follows, subject to the Daily Share Cap: 
  

	 	•	 	if the Daily VWAP on such date is less than or equal to the Base Conversion Price, the Daily Conversion Rate Fraction will be equal to the Base Conversion Rate divided by 50, as may be adjusted pursuant to this
Indenture; or 

  

	 	•	 	if such Daily VWAP is greater than the Base conversion Price, the Daily Conversion Rate Fraction will be equal to the following: 

  





 
 “Daily Conversion Value” means, for each of the 50 consecutive Trading Days
during the Observation Period, the product of (a) the Daily Conversion Rate Fraction on such Trading Day and (b) the Daily VWAP for such Trading Day. 

“Daily Measurement Value” means the Specified Dollar Amount (if any), divided by 50. 

“Daily Settlement Amount,” for each of the 50 consecutive Trading Days during the Observation Period, shall
consist of: 
 (a)    cash in an amount equal to the lesser of (i) the Daily Measurement Value and
(ii) the Daily Conversion Value on such Trading Day; and 

  
 4 








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

“Daily Share Cap” means, for any Trading Day during the relevant Observation Period, 2.0% of 14.0984 shares of
Common Stock, subject (x) to adjustment in the same manner and on a proportional basis as the Base Conversion Rate as set forth in Section 14.03 and Section 14.04 and (y) to the Conversion Rate Cap. 

“Daily VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg
VWAP” on Bloomberg page “MCHP <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading
session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method customary for transactions similar to the
Notes, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the
regular trading session trading hours. 
 “Default” means any event that is, or after notice or passage of time, or both,
would be, an Event of Default. 
 “Defaulted Amounts” means any amounts on any Note (including, without limitation,
the Fundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for. 

“Depositary” means, with respect to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect
to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor. 

“Designated Institution” shall have the meaning specified in Section 14.12(a). 

“Designated Senior Debt” means the Company’s obligations under any particular Senior Debt, including
amounts under the Company’s Amended Credit Agreement, in which the instrument creating or evidencing the same or the assumption or guarantee thereof (or related agreements or documents to which the Company is a party) expressly provides that
such indebtedness shall be “Designated Senior Debt” for purposes of this Indenture. The instrument, agreement or other document evidencing any Designated Senior Debt may place limitations and conditions on the rights of such Senior Debt to
exercise the rights of Designated Senior Debt under this Indenture. 
 “Distributed Property” shall have the meaning
specified in Section 14.04(d). 

  
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 “Effective Date” shall have the meaning specified in Section 14.03(c),
except that, as used in Section 14.04 and Section 14.05, “Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way,
reflecting the relevant share split or share combination, as applicable. 
 “Event of Default” shall have the
meaning specified in Section 6.01. 
 “Ex-Dividend Date” means the
first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the
seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. 
 “Exchange Election” shall have the meaning specified in Section 14.12. 

“Form of Assignment and Transfer” shall mean the “Form of Assignment and Transfer”
attached as Attachment 3 to the Form of Note attached hereto as Exhibit A. 
 “Form of Fundamental Change
Repurchase Notice” shall mean the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A. 

“Form of Note” shall mean the “Form of Note” attached hereto as Exhibit A. 

“Form of Notice of Conversion” shall mean the “Form of Notice of Conversion” attached
as Attachment 1 to the Form of Note attached hereto as Exhibit A. 
 “freely tradable” means that the Notes are
eligible for sale and transfer without registration under the Securities Act pursuant to Rule 144 or any successor rule (without being subject to limitation on volume or manner of sale pursuant to Rule 144 or any successor rule). 

“Fundamental Change” shall be deemed to have occurred at the time after the Notes are originally issued if any of the
following occurs prior to the Maturity Date: 
 (a)    a “person” or “group” within
the meaning of Section 13(d) of the Exchange Act, other than the Company, its direct or indirect Wholly Owned Subsidiaries or the employee benefit plans of the Company and its Wholly Owned Subsidiaries, files a Schedule TO or any schedule, form or
report under the Exchange Act disclosing that such person or group, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common
Equity representing more than 50% of the voting power of the Company’s Common Equity; 
 (b)    the
consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock,


  
 6 








 
other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other
property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than
one of the Company’s direct or indirect Wholly Owned Subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of the Company’s Common Equity immediately prior to
such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as
such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b); 

(c)    the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of
the Company; or 
 (d)    the Common Stock (or other common stock underlying the Notes) ceases to be
listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); 

provided, however, that a transaction or transactions (or event or events) described in clauses (a) or (b) above shall not constitute a
Fundamental Change if at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in
connection with such transaction or transactions (or event or events) consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their
respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions (or event or events) and as a result of such transaction or transactions (or event or events) the Notes become
convertible into such consideration, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights (subject to the provisions of Section 14.02(a)). If any transaction in which the Common Stock
is replaced by the securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for
the proviso immediately following clause (d) of the definition thereof, following the effective date of such transaction) references to the Company in this definition shall instead be references to such other entity. 

“Fundamental Change Company Notice” shall have the meaning specified in Section 15.02(c). 

“Fundamental Change Repurchase Date” shall have the meaning specified in Section 15.02(a). 

“Fundamental Change Repurchase Notice” shall have the meaning specified in Section 15.02(b)(i). 

  
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 “Fundamental Change Repurchase Price” shall have the
meaning specified in Section 15.02(a). 
 “given,” with respect to any notice to be given to a Holder pursuant to this
Indenture, shall mean notice (x) given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices or procedures at the
Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid, at its address as it appears on the Note Register, in each case in accordance with Section 17.03. Notice so “given”
shall be deemed to include any notice to be “mailed” or “delivered,” as applicable, under this Indenture. 

“Global Note” shall have the meaning specified in Section 2.05(b). 

“Holder,” as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), shall mean
any Person in whose name at the time a particular Note is registered on the Note Register. 
 “Incremental Share
Factor” means 4.9468, subject to adjustment as set forth in this Indenture. 
 “Indebtedness” with respect to
the Company means the following, whether absolute or contingent, secured or unsecured, due or to become due, outstanding on the date of this Indenture or thereafter created, incurred or assumed, without duplication: 

(a)    indebtedness of the Company evidenced by a credit or loan agreement, note, bond, debenture or other
written obligation; 
 (b)    all obligations of the Company for money borrowed; 

(c)    all obligations of the Company evidenced by a note or similar instrument; 

(d)    obligations of the Company (i) as lessee under leases required to be capitalized on the balance
sheet of the lessee under generally accepted accounting principles in the United States of America or (ii) as lessee under other leases for facilities, capital equipment or related assets, whether or not capitalized, entered into or leased for
financing purposes (with the determination of whether a lease is entered into for “financing purposes” to be made by such Person in the Company’s reasonable discretion); 

(e)    all obligations of the Company under any swaps, caps, floors, collars, hedge agreements, forward
contracts or similar agreements or arrangements; 
 (f)    all obligations of the Company with respect to
letters of credit, bankers’ acceptances and similar facilities (including reimbursement obligations with respect to the foregoing); 

(g)    all obligations of the Company issued or assumed as the deferred purchase price of property or
services (but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business); 

  
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 (h)    all obligations of the type referred to in the above
clauses of another Person and all dividends of another person, the payment of which, in either case, the Company shall have assumed or guaranteed, or for which the Company is responsible or liable, directly or indirectly, jointly or severally, as
obligor, guarantor or otherwise, or which are secured by a lien on the Company’s property; and 

(i)    renewals, extensions, modifications, replacements, restatements and refundings of, or any
indebtedness or obligation issued in exchange for, any such indebtedness or obligation described in the above clauses of this definition. 

“Indenture” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or
supplemented. 
 “Initial Purchasers” means the several initial purchasers named in Schedule 1 to the Purchase
Agreement. 
 “Interest Payment Date” means each February 15 and August 15 of each year, beginning
on August 15, 2017. 
 “Last Reported Sale Price” of the Common Stock on any date means the
closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite
transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the
“Last Reported Sale Price” shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant
date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the
mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this
purpose. 
 “Make-Whole Fundamental Change” means any transaction or event that constitutes a Fundamental
Change (as defined above) pursuant to clause (a), (b) or (c) of such definition (determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the
definition thereof). 
 “Make-Whole Fundamental Change Period” shall have the meaning specified in
Section 14.03(a). 
 “Market Disruption Event” means, for the purposes of determining amounts due upon
conversion (a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or
existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of
movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock on the primary U.S. national or regional exchange or market on which the Common Stock is listed or admitted for trading or in any options
contracts or futures contracts traded on any U.S. exchange relating to the Common Stock. 

  
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 “Maturity Date” means February 15, 2027. 

“Measurement Period” shall have the meaning specified in Section 14.01(b)(i). 

“Merger Event” shall have the meaning specified in Section 14.07(a). 

“Nonpayment Default” shall have the meaning specified in Section 13.02. 

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

 “Note Register” shall have the meaning specified in Section 2.05(a). 

“Note Registrar” shall have the meaning specified in Section 2.05(a). 

“Notice of Conversion” shall have the meaning specified in Section 14.02(b). 

“Observation Period” with respect to any Note surrendered for conversion means: (i) if the relevant Conversion
Date occurs prior to November 15, 2026, the 50 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; and (ii) if the relevant Conversion Date occurs on or after
November 15, 2026, the 50 consecutive Trading Days beginning on, and including, the 52nd Scheduled Trading Day immediately preceding the Maturity Date. 

“Offering Memorandum” means the preliminary offering memorandum dated February 8, 2017, as supplemented by the
related pricing term sheet dated February 9, 2017, relating to the offering and sale of the Notes. 
 “Officer” means,
with respect to the Company, the President, any Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, the Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated
by a number or numbers or word or words added before or after the title “Vice President”). 
 “Officer’s
Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by an Officer of the Company. Each such certificate shall include the statements provided for in
Section 17.05 if and to the extent required by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal executive, financial or accounting officer of the Company. 

“open of business” means 9:00 a.m. (New York City time). 

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel
to the Company, who is reasonably acceptable to the Trustee, that is delivered to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters set forth therein. Each such opinion shall include the statements
provided for in Section 17.05 if and to the extent required by the provisions of such Section 17.05. 

  
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 “outstanding,” when used with reference to Notes, shall, subject to the
provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except: 

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

(b)    Notes, or portions thereof, that have become due and payable and in respect of which monies in the
necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent); 

(c)    Notes that have been paid pursuant to Section 2.06 or Notes in lieu of which, or in
substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due course; 

(d)    Notes converted pursuant to Article 14 and required to be canceled pursuant to Section 2.08;
and 
 (e)    Notes repurchased by the Company pursuant to the penultimate sentence of Section 2.10.

 “Paying Agent” shall have the meaning specified in Section 4.02. 

“Payment Blockage Notice,” for purposes of Article 13, shall have the meaning specified in Section 13.02.

 “Payment Default,” for purposes of Article 13, shall have the meaning specified in Section 13.02. 

“Permitted Junior Securities” shall have the meaning specified in Section 13.02. 

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

“Physical Notes” means permanent certificated Notes in registered form issued in minimum denominations of $1,000
principal amount and multiples thereof. 
 “Physical Settlement” shall have the meaning specified in Section
14.02(a). 
 “Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the
same debt as that evidenced by such particular Note; and, for the purposes of this 

  
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definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note that it replaces. 
 “Purchase Agreement” means that certain Purchase
Agreement, dated as of February 9, 2017, among the Company and the Initial Purchasers. 
 “Reference Property”
shall have the meaning specified in Section 14.07(a). 
 “Record Date” means, with respect to any dividend,
distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or
converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by
the Board of Directors, by statute, by contract or otherwise). 
 “Regular Record Date,” with respect to any
Interest Payment Date, shall mean the February 1 or August 1 (whether or not such day is a Business Day) immediately preceding the applicable February 15 or August 15 Interest Payment Date, respectively. 

“Resale Restriction Termination Date” shall have the meaning specified in Section 2.05(c). 

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department
of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, in each case, having direct responsibility for the administration of this Indenture, or any such officer to whom any corporate trust matter relating to this Indenture is referred because of such
person’s knowledge of and familiarity with the particular subject. 
 “Representative” means, with respect to Article
13, the (i) indenture trustee or other trustee, agent or representative for any Senior Debt or (ii) with respect to any Senior Debt that does not have any such trustee, agent or other representative, (1) in the case of such Senior
Debt issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such Senior Debt acting with the consent of the required Persons necessary to bind such holders or
owners of such Senior Debt and (2) in the case of all other such Senior Debt, the holder or owner of such Senior Debt. 

“Restricted Securities” shall have the meaning specified in Section 2.05(c). 

“Rule 144” means Rule 144 as promulgated under the Securities Act. 

“Rule 144A” means Rule 144A as promulgated under the Securities Act. 

  
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 “Scheduled Trading Day” means a day that is scheduled to be a
Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading
Day” means a Business Day. 
 “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder. 
 “Senior Debt” means the principal of (and premium, if any) and
interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) on, and all fees and other amounts
payable in connection with, the Company’s unsubordinated Indebtedness. For the avoidance of doubt, “Senior Debt” shall not include (i) the Notes, (ii) the Company’s existing 2.125% Junior Subordinated Convertible
Debentures due 2037, (iii) the Company’s 1.625% Senior Subordinated Notes due 2025, (iv) the Company’s existing 2.250% Convertible Junior Subordinated Notes due 2037, (v) the Company’s 1.625% Senior Subordinated Notes due 2027 to be
issued on or about the date hereof (vi) any other indebtedness or obligation if its terms or the terms of the instrument under which or pursuant to which it is issued expressly provide that it is not senior in right of payment to the Notes,
(vii) any indebtedness or obligation of the Company to any of its subsidiaries or (viii) trade payables of the Company. 

“Settlement Amount” has the meaning specified in Section 14.02(a)(iv). 

“Settlement Method” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or
Combination Settlement, as elected (or deemed to have been elected) by the Company. 
 “Settlement Notice” has the
meaning specified in Section 14.02(a)(iii). 
 “Significant Subsidiary” , for purposes of Section 6.01(g)-(i) means
a Subsidiary of the Company that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X promulgated by the Commission;
provided that, in the case of a Subsidiary of the Company that meets the criteria of clause (3) of the definition thereof but not clause (1) or (2) thereof, such Subsidiary shall not be deemed to be a Significant Subsidiary unless
the Subsidiary’s income (or loss) from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle exclusive of amounts attributable to any
non-controlling interests for the last completed fiscal year prior to the date of such determination exceeds $25,000,000. 

“Specified Dollar Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received
upon conversion as specified in the Settlement Notice related to any converted Notes. 

“Spin-Off” shall have the meaning specified in Section 14.04(d). 

“Stock Price” shall have the meaning specified in Section 14.03(c). 

  
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 “Subsidiary” means, with respect to any Person, any corporation, association,
partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more
Subsidiaries of such Person. 
 “Successor Company” shall have the meaning specified in Section 11.01(a). 

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

“Trading Price” of the Notes on any date of determination means the average of the secondary market bid quotations
obtained by the Bid Solicitation Agent for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers the Company selects for this
purpose; provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the
Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes from a nationally recognized securities dealer on any determination date, then the
Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. 

“transfer” shall have the meaning specified in Section 2.05(c). 

“Trigger Event” shall have the meaning specified in Section 14.04(d). 

  
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 “Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended, as it was in force at the date of execution of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall mean, to the
extent required by such amendment, the Trust Indenture Act of 1939, as so amended. 
 “Trustee” means the Person named as
the “Trustee” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each
Person who is then a Trustee hereunder. 
 “unit of Reference Property” shall have the meaning
specified in Section 14.07(a). 
 “Valuation Period” shall have the meaning specified in Section 14.04(d). 

“Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely
for purposes of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%”. 

Section 1.02. References to Interest. Unless the context otherwise requires, any reference to interest on, or
in respect of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of Section 4.06(d), Section 4.06(e) and Section 6.03. Unless the
context otherwise requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made. 

ARTICLE 2 
 ISSUE,
DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 

Section 2.01. Designation and Amount. The Notes shall be designated as the “1.625% Convertible Senior
Subordinated Notes due 2027.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $1,800,000,000 (as increased by an amount equal to the aggregate principal amount of any
additional Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), subject to Section 2.10 and except for Notes authenticated and delivered upon
registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder. 

Section 2.02. Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by
such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company
and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. 

  
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 Any Global Note may be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations
of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any
particular Notes are subject. 
 Any of the Notes may have such letters, numbers or other marks of identification and such notations,
legends or endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special
limitations or restrictions to which any particular Notes are subject. 
 Each Global Note shall represent such principal amount of the
outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal
(including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders
eligible to receive payment is provided for herein. 
 Section 2.03. Date and Denomination of
Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and multiples thereof.
Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year
composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month. 

(b)    The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of
business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be
payable at the office or agency of the Company maintained by the Company for such purposes in the United States of America, which shall initially be the Corporate Trust Office and (y) in the case of any Global Note, shall be payable by wire
transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay interest (i) on any Physical Notes (A) to Holders holding Physical Notes having an aggregate principal amount of $5,000,000 or
less, by 

  
 16 








 
check mailed to the Holders of these Notes at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than
$5,000,000, either by check mailed to each such Holder or, upon application by such a Holder to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within
the United States of America, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the
Depositary or its nominee. 
 (c)    Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the
relevant payment date but shall accrue interest per annum at the rate borne by the Notes (subject to the enforceability thereof under applicable law) from, and including, such relevant payment date, and such Defaulted Amounts together with such
interest thereon shall be paid by the Company, at its election in each case, as provided in clause (i) or (ii) below: 

(i)    The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the
Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the actual receipt by the Trustee of such notice, unless the Trustee shall consent in writing to
an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such
deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record
date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the actual receipt by the Trustee of the notice of the proposed
payment. The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record
date therefor to be given to each Holder at its address as it appears in the Note Register, or by electronic means to the Depositary in the case of Global Notes, not less than 10 days prior to such special record date. Notice of the proposed payment
of such Defaulted Amounts and the special record date therefor having been so given, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such
special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c). 

(ii)    The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent
with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after written
notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

  
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 Section 2.04. Execution, Authentication and Delivery
of Notes. The Notes shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or
Senior Vice Presidents. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver
Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes; provided that the Trustee shall be entitled to receive an Officer’s Certificate and an
Opinion of Counsel of the Company addressing such matters as the Trustee may reasonably request in connection with such authentication of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes,
without any further action by the Company hereunder. 
 Only such Notes as shall bear thereon a certificate of authentication substantially
in the form set forth on the form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. 
 In case any Officer of the
Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and
delivered or disposed of as though the Person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be
the Officers of the Company, although at the date of the execution of this Indenture any such Person was not such an Officer. 

Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions
on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to
Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in
written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of
Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. 

Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note
Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. 

  
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 Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. 

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

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

None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to
exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note,
surrendered for repurchase (and not withdrawn) in accordance with Article 15. 
 All Notes issued upon any registration of transfer or
exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or
exchange. 
 (b)    So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise
required by law, subject to the fourth paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the
nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with
this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. 

(c)    Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section
2.05(c) (together with any Common Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on
transfer set forth in this Section 2.05(c) 

  
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(including those contained in the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each
such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses any sale, pledge,
transfer or other disposition whatsoever of any Restricted Security. 
 Until the date (the “Resale Restriction
Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Notes, or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and
(2) such later date, if any, as may be required by applicable law, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof,
which shall bear the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following form (unless such Notes have been transferred pursuant to a registration statement that has become or been declared effective
under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise
agreed by the Company in writing, with written notice thereof to the Trustee): 
 THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON
CONVERSION OF THIS SECURITY HAVE 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 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, AND 

(2)    AGREES FOR THE BENEFIT OF MICROCHIP TECHNOLOGY INCORPORATED (THE “COMPANY”) THAT IT
WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: 

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

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

  
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 (C)    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, OR 
 (D)    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 CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE
THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

No transfer of any Note prior to the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable box on
the Form of Assignment and Transfer has been checked. 
 Any Note (or security issued in exchange or substitution therefor) (i) as to
which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities Act and that
continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of such
Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this
Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions set forth in clause (i) through (iii) of
the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in this
Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement, if any, with respect to
the Notes or any Common Stock issued upon conversion of the Notes has been declared effective under the Securities Act. 
 Notwithstanding
any other provisions of this Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one
or more Physical Notes in accordance with the second immediately succeeding paragraph. 

  
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 The Depositary shall be a clearing agency registered under the Exchange Act. The Company
initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary,
and deposited with the Trustee as custodian for Cede & Co. 
 The Company initially appoints the Trustee to act as the Custodian
with respect to the Global Notes. The Company has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter and
applicable procedures of the Depositary. 
 If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or
unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not
appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall
execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver, at the Company’s expense, (x) in the case of clause (iii), a Physical
Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial
owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such
Global Notes shall be canceled. 
 Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(c)
shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the immediately preceding paragraph,
the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver, at the Company’s expense, such Physical Notes to the Persons in whose names such Physical Notes are so registered. 

At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon
receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical
Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance
with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the
direction of the Trustee, to reflect such reduction or increase. 
 None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any act of or omission of the Depositary or any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. 

  
 22 








 (d)    Until the Resale Restriction Termination Date, any stock certificate
representing Common Stock issued upon conversion of such Note shall bear a legend in substantially the following form (unless the Note or such Common Stock has been transferred pursuant to a registration statement that has become or been declared
effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such Common
Stock has been issued upon conversion of Notes that have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or
pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to the Trustee and any transfer agent for the
Common Stock): 
 THIS SECURITY 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 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, AND 

(2)    AGREES FOR THE BENEFIT OF MICROCHIP TECHNOLOGY INCORPORATED (THE “COMPANY”) THAT IT
WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS
SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: 

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

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

(C)    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR 

(D)    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. 

  
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 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND
THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN
COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

Any such Common Stock (i) as to which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has
been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from
registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent
for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 2.05(d). 

(e)    Any Note or Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any
Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not be resold by such Affiliate (or such Person, as the case may be) unless registered under the Securities
Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule
144). The Company shall cause any Note that is repurchased or owned by it to be surrendered to the Trustee for cancellation in accordance with Section 2.08. 

(f)    All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or by electronic delivery. Neither the Trustee nor any Agent shall have any duty to monitor the Company’s compliance with or have any
responsibility with respect to the Company’s compliance with any federal or state securities laws in connection with conversions or registrations of transfers and exchanges of the Notes. The Trustee and any Agent shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among the
Depository’s participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation, as is expressly required by, and to do so if and when expressly required by, the terms
of this Indenture or the Notes and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

  
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 Section 2.06. Mutilated, Destroyed, Lost or Stolen
Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and
deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a
substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense caused by or
connected with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof. 
 The Trustee or such authenticating agent may authenticate any such substituted
Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required
in connection therewith as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is
about to mature or has been surrendered for required repurchase or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a
substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish
to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such
substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent of the destruction, loss or theft of such Note and of the ownership thereof.

 Every substitute Note issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Note is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of (but shall be subject to all the limitations
set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement, payment or conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement, payment, conversion or repurchase of negotiable instruments or other securities without their surrender. 

Section 2.07. Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or
an authenticating agent appointed by the Trustee shall, 

  
 25 








 
upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the
form of the Physical Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the
Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and deliver to the Trustee or such
authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to
Section 4.02 and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such exchange shall be made by the Company at its own expense
and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes authenticated and delivered hereunder. 

Section 2.08. Cancellation of Notes Paid, Converted, Etc. The Company shall cause all
Notes surrendered for the purpose of payment, repurchase, registration of transfer or exchange or conversion, if surrendered to any of the Company’s agents, Subsidiaries or Affiliates, to be surrendered to the Trustee for cancellation. All
Notes delivered to the Trustee shall be canceled promptly by it, and no Notes shall be authenticated in exchange therefor except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in
accordance with its customary procedures. 
 Section 2.09. CUSIP Numbers. The Company in issuing the Notes may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the
Trustee in writing of any change in the “CUSIP” numbers. 
 Section 2.10. Additional Notes;
Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than
differences in the issue date, issue price and interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount;
provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Prior to the
issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters applicable to the
issuance of additional Notes, in addition to those required by Section 17.05. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase
Notes in the open market or otherwise, with or without notice to 

  
 26 








 
holders, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including by cash-settled
swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08,
and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase. 
 ARTICLE 3 

SATISFACTION AND DISCHARGE 

Section 3.01. Satisfaction and Discharge. This Indenture shall upon request of the Company contained in an
Officer’s Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture, when
(a) (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06 and (y) Notes for whose payment
money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have been delivered to the Trustee for cancellation; or
(ii) the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or
cash, shares of Common Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company;
and (b) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been
complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.06 shall survive. 

ARTICLE 4 

PARTICULAR COVENANTS OF THE COMPANY 

Section 4.01. Payment of Principal and Interest. The Company covenants and agrees that it will
cause to be paid the principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

 Section 4.02. Maintenance of Office or Agency. The Company will maintain in the United
States of America, or any other office or agency in the United States of America so designated by the Trustee, an office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or
repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of such 

  
 27 








 
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made at the Corporate Trust Office, or any other office or agency in the United States of America so designated by the Trustee as a place where Notes may be presented for payment or for registration of
transfer. 
 The Company may also from time to time designate as co-Note Registrars one or more
other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the United States of America so designated by the Trustee as a place for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable. 

The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate
Trust Office as the office or agency in the United States of America where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or for conversion and where notices and demands to or upon the
Company in respect of the Notes and this Indenture may be made. 
 Section 4.03. Appointments to Fill
Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.09, a Trustee, so that there shall at all
times be a Trustee hereunder. 
 Section 4.04. Provisions as to Paying Agent. (a) If the
Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this
Section 4.04: 
 (i)    that it will hold all sums held by it as such agent for the payment of the
principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of the Holders of the Notes; 

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

(iii)    that at any time during the continuance of an Event of Default, upon request of the Trustee, it
will forthwith pay to the Trustee all sums so held in trust. 
 The Company shall, on or before each due date of the principal (including
the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) or
accrued and unpaid interest, and (unless 

  
 28 








 
such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided that if such deposit is made on the due date, such deposit must
be received by the Paying Agent by 11:00 a.m., New York City time, on such date. 
 (b)    If the Company shall act as
its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit
of the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to
take such action and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become due and payable.

 (c)    Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the
purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this
Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all
further liability but only with respect to such sums or amounts. 
 (d)    Any money and shares of Common Stock
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the consideration due
upon conversion of any Note and remaining unclaimed for two years and prior to the applicable escheat date after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has
become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall
thereupon cease. 
 (e)    Upon any Event of Default pursuant to Section 6.01(h) or Section 6.01(i), the Trustee shall
automatically be the Paying Agent. 
 Section 4.05. Existence. Subject to Article 11, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate existence. 
 Section 4.06. Rule
144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares
of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and will, upon written request, provide
to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock 

  
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issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common
Stock pursuant to Rule 144A. 
 (b)    The Company shall file with the Trustee, within 15 days after the same are
required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule), copies of any documents or reports that the Company is
required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission).
Any such document or report that the Company files with the Commission via the Commission’s EDGAR system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are
filed via the EDGAR system, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. 

(c)    Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational
purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). 
 (d)    If, at
any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, the Company fails to timely file any document or report that
it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form
8-K), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per
annum of the principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable by Holders other than the
Company’s Affiliates (or Holders that have been the Company’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used
in this Section 4.06(d), documents or reports that the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the
Commission pursuant to Section 13 or 15(d) of the Exchange Act. 
 (e)    If, and for so long as, the restrictive
legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders that were the
Company’s Affiliates at any time during the three months immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 375th day after the last date of original issuance of
the Notes, the Company shall pay Additional 

  
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Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed in accordance with Section
2.05(c), the Notes are assigned an unrestricted CUSIP number and the Notes are freely tradable by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes). 

(f)    Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner
as regular interest on the Notes. 
 (g)    The Additional Interest that is payable in accordance with Section 4.06(d)
or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. Notwithstanding the foregoing, in no event shall Additional
Interest accrue under the terms of this Indenture (aggregating any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e) with any Additional Interest payable pursuant to Section 6.03) at a rate per year in excess of 0.50%,
regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. 

(h)    If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall
deliver to the Trustee an Officer’s Certificate on or prior to the relevant Regular Record Date for the payment of such Additional Interest to that effect stating the accrual period and the amount of such Additional Interest that is payable.
The Trustee shall have no duty to verify the Company’s obligation to pay Additional Interest. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Company relating to Additional Interest to any
Holder upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid
Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment. 

Section 4.07. Stay, Extension and Usury Laws. The Company covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any
portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted. 
 Section 4.08. Compliance Certificate;
Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on March 31, 2016) an Officer’s
Certificate that need not comply with Section 17.05 stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under this Indenture and, if so,
specifying each such failure and the nature thereof. 

  
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 In addition, the Company shall promptly deliver to the Trustee, and in any event within 30 days
after the occurrence of any Event of Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof. 

Section 4.09. Further Instruments and Acts. Upon request of the Trustee, the Company will execute and
deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture. 

ARTICLE 5 
 LISTS
OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE 

Section 5.01. Lists of Holders. The Company covenants and agrees that it will, upon request from the Trustee,
furnish or cause to be furnished to the Trustee or any Paying Agent, semi-annually, not more than 15 days before each February 15 and August 15 in each year beginning with August 15, 2017, and at such other times as the Trustee may
request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is
furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar. 
 Section 5.02.
Preservation and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent list
furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01. Events of Default. Each of the following events shall be an “Event of
Default” with respect to the Notes: 
 (a)    default in any payment of interest on any Note when due and
payable, and the default continues for a period of 30 days, whether or not prohibited by Article 13 of this Indenture; 

  
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 (b)    default in the payment of principal of any Note when due and payable
on the Maturity Date, upon any required repurchase, upon declaration of acceleration or otherwise, whether or not prohibited by Article 13 of this Indenture; 

(c)    failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon
exercise of a Holder’s conversion right, and such failure continues for three Business Days; 
 (d)    failure by
the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c), notice of a Make-Whole Fundamental Change in accordance with Section 14.03(b) or notice of a specified corporate event in accordance with Section
14.01(b)(ii) or (iii), in each case when due; 
 (e)    failure by the Company to comply with its obligations under
Article 11; 
 (f)    failure by the Company for 60 days after written notice from the Trustee or the Holders (with a
copy to the Trustee) of at least 25% in principal amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this Indenture; 

(g)    default by the Company or any of its Significant Subsidiaries with respect to any mortgage, agreement or other
instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such
Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal of any such
indebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such
failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at
least 25% in aggregate principal amount of Notes then outstanding in accordance with this Indenture; 
 (h)    the
Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Significant Subsidiary or any substantial part of its property,
or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors; or 

(i)    an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary
seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, 

  
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liquidator, custodian or other similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 30 consecutive days. 
 Section 6.02. Acceleration; Rescission and
Annulment. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the
Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with
Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration
the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect
to the Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. 

The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have
been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest, and on such principal
at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all
existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to
Section 6.09, then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee,
may waive all Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary
herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or
accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes. 

  
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 Section 6.03. Additional Interest. Notwithstanding anything in this Indenture
or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 365 days after the
occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180
calendar days after the occurrence of such an Event of Default during which such Event of Default is continuing (or, if earlier, the date on which such Event of Default is cured or waived as provided for in this Indenture) and (ii) 0.50% per annum
of the principal amount of the Notes outstanding for each day for the remainder of such 365-day period during which such Event of Default is continuing beginning on, and including, the date on which such Event
of Default first occurs. Additional Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e). If the Company so elects, such
Additional Interest shall be payable in the same manner and on the same dates as regular interest on the Notes. On the 366th day after such Event of Default (if the Event of Default relating to the Company’s failure to comply with its
obligations as set forth in Section 4.06(b) is not cured or waived prior to such 366th day), the Notes shall be immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of
Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest
following an Event of Default in accordance with this Section 6.03 or the Company elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in
Section 6.02. 
 In order to elect to pay Additional Interest as the sole remedy during the first 365 days after the occurrence of any
Event of Default described in the immediately preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 365-day
period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02. 

If Additional Interest is payable by the Company pursuant to this Section 6.03, the Company shall deliver to the Trustee an
Officer’s Certificate on or prior to the relevant Regular Record Date for the payment of such Additional Interest to that effect stating the accrual period and the amount of such Additional Interest that is payable. The Trustee shall have no
duty to verify the Company’s obligation to pay Additional Interest. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Company relating to Additional Interest to any Holder upon request. Unless
and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the
Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment. 

In no event shall Additional Interest accrue under the terms of this Indenture (aggregating any Additional Interest payable pursuant to this
Section 6.03 with any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e)) at a rate per year in excess of 0.50%, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional
Interest. 

  
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 Section 6.04. Payments of Notes on Default;
Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and
payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any
amounts due to the Trustee under Section 7.06. If the Company shall fail to pay such amounts forthwith, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due
and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Notes, wherever situated. 
 In the event there shall be pending proceedings for the
bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or
such other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims
for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it may deem
necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceedings relative to the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same
after the deduction of any amounts due to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders to make such
payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses, advances and
disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses,
advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other
property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. 

  
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 Nothing herein contained shall be deemed to authorize the Trustee or the holder of any Senior
Debt to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding. 
 All rights of action and of asserting claims under this Indenture, or under any of the
Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the
Holders of the Notes. 
 In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of
this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such proceedings. 

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or
abandoned because of any waiver pursuant to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the
Holders and the Trustee shall, subject to any determination in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Holders and the Trustee shall continue
as though no such proceeding had been instituted. 
 Section 6.05. Application of Monies Collected
by Trustee. Any monies or property collected by the Trustee pursuant to this Article 6 with respect to the Notes and after an Event of Default any money or other property distributable in respect of the Company’s obligations under
this Indenture shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies or property, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and
upon surrender thereof, if fully paid: 
 First, to the payment of all amounts due the Trustee (or any predecessor Trustee) under
Section 7.06; 
 Second, to the holders of Senior Debt to the extent required by Article 13; 

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

  
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 Fourth, in case the principal of the outstanding Notes shall have become due, by
declaration or otherwise, and be unpaid to the payment of the whole amount (including, if applicable, the payment of the Fundamental Change Repurchase Price and any cash due upon conversion) then owing and unpaid upon the Notes for principal and
interest, if any, with interest on the overdue principal and, to the extent that such interest has been collected by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, and in case such monies or property
shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if applicable, the Fundamental Change Repurchase Price and the cash due upon conversion) and interest without
preference or priority of principal over interest, or of interest over principal or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if
applicable, the Fundamental Change Repurchase Price and any cash due upon conversion) and accrued and unpaid interest; and 
 Fifth,
to the payment of the remainder, if any, to the Company. 
 Section 6.06. Proceedings by Holders. Except to
enforce the right to receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note
shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy hereunder, unless: 
 (a)    such Holder
previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided; 

(b)    Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; 
 (c)    such
Holders shall have offered to the Trustee such security or indemnity satisfactory to it against any loss, liability or expense to be incurred therein or thereby; 

(d)    the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall
have neglected or refused to institute any such action, suit or proceeding; and 
 (e)    no direction that, in the
opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such
60-day period pursuant to Section 6.09, 
 it being understood and intended, and being expressly covenanted by
the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall 

  
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have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the
protection and enforcement of this Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 

Notwithstanding any other provision of this Indenture and any provision of any Note (but subject to the provisions of Article 13), the right
of any Holder to receive payment or delivery, as the case may be, of (x) the principal (including the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due
upon conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such
respective dates against the Company shall not be impaired or affected without the consent of such Holder. 
 Section 6.07.
Proceedings by Trustee. In case of an Event of Default that is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as
are necessary to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in
aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 

Section 6.08. Remedies Cumulative and Continuing. Except as provided in the last paragraph of
Section 2.06, all powers and remedies given by this Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the
Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the
Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein; and, subject to the
provisions of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders. 

Section 6.09. Direction of Proceedings and Waiver of Defaults by
Majority of Holders. The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Notes; provided, however, that (a) such direction shall not be in conflict with any rule
of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to
the rights of any other Holder (it being understood that the Trustee shall not have an 

  
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affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any other Holder) or that would involve the Trustee in personal liability. The Holders of a majority in
aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except
(i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (ii) a
failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the
consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of
the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 

Section 6.10. Notice of Defaults. The Trustee shall, within 90 days after the occurrence and continuance of a
Default of which a Responsible Officer has actual knowledge, give to all Holders notice of all such Defaults as provided in this Indenture, unless such Defaults shall have been cured or waived before the giving of such notice; provided that,
except in the case of a Default in the payment of the principal of (including the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration
due upon conversion, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee determines that the withholding of such notice is in the interests of the Holders. 

Section 6.11. Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any
Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 6.11 (to the extent permitted by law) shall not
apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.04,
or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price, if applicable) on or after
the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance with the provisions of Article 14, subject, in each case, to the
provisions of Article 13. 

  
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 ARTICLE 7 

CONCERNING THE TRUSTEE 

Section 7.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of
an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In the event an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the
Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. 

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misconduct, except that: 
 (a)    prior to the occurrence of an Event of
Default and after the curing or waiving of all Events of Default that may have occurred: 
 (i)    the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii)    in the absence of bad faith or willful misconduct on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such
certificates or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); 

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

(c)    the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding determined as provided in Section 8.04 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; 

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

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

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

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

(h)    in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid
Solicitation Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or
transfer agent. 
 None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. 

Section 7.02. Reliance on Documents, Opinions, Etc. Except as otherwise provided in
Section 7.01: 
 (a)    the Trustee may conclusively rely and shall be fully protected in acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or
parties; 
 (b)    any request, direction, order or demand of the Company mentioned herein shall be sufficiently
evidenced by a Company Order signed by an Officer or an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by
the Secretary or an Assistant Secretary of the Company; 

  
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 (c)    before the Trustee acts or refrains from acting, it may require an
Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on and in accordance with such Officer’s Certificate or Opinion of Counsel. The
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith
reliance thereon and in accordance therewith; 
 (d)    the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form), but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation; 

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

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

(g)    the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder; 
 (h)    the Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; 

(i)    the Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture; and 
 (j)    the Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the
losses, liabilities, and expenses that might be incurred by it in compliance with such request or direction. 
 In no event shall the
Trustee be liable for any special, indirect, consequential or punitive loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of
the form of action. The Trustee shall not be charged with knowledge of any Default or Event of Default with 

  
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respect to the Notes, unless either (1) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or
Event of Default shall have been given to the Trustee in accordance with Section 17.03 by the Company or by Holders of 25% in the aggregate principal amount of the Notes. 

Section 7.03. No Responsibility for Recitals, Etc. The recitals contained herein and in the
Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Notes or of the Common Stock. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity
with the provisions of this Indenture. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. The Trustee makes no representation as to and shall not be responsible for any statement
in the Offering Memorandum or any other document in connection with the sale of the Notes. 
 Section 7.04. Trustee,
Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The Trustee, any Paying Agent, any Conversion Agent, Bid
Solicitation Agent (if other than the Company) or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with, the Company or any of its Affiliates with the same rights it would have
if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar. 
 Section 7.05.
Monies and Shares of Common Stock to Be Held in Trust. All monies and any shares of Common Stock received by the Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received. Money and shares of Common Stock held by the Trustee in trust hereunder need not be segregated from other funds or property except to the extent required by law. The Trustee shall be under
no liability for interest on any money or shares of Common Stock received by it hereunder except as may be agreed from time to time by the Company and the Trustee. 

Section 7.06. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to
the Trustee, in any capacity under this Indenture, from time to time, and the Trustee shall be entitled to, compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons
not regularly in its employ) except any such expense, disbursement or advance as shall have been caused by its gross negligence or willful misconduct as determined by a final, non-appealable decision of a
court of competent jurisdiction. The Company also covenants to indemnify the Trustee in any capacity under this Indenture and any other document or transaction entered into in connection herewith and its officers, directors, employees and agents and
any authenticating agent for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred without gross negligence or willful misconduct on the part of the Trustee, its officers,


  
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directors, agents or employees, or such agent or authenticating agent, as the case may be, as determined by a final, non-appealable decision of a court of
competent jurisdiction, and arising out of or in connection with the acceptance or administration of this Indenture or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim of liability in the
premises. The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claim to which the Notes are
hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to
receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company. The obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge
of this Indenture and the earlier resignation or removal or the Trustee. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06
shall extend to the officers, directors, agents and employees of the Trustee. 
 Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws. 
 “Trustee” for
the purposes of this Section 7.06 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the gross
negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 

Section 7.07. Officer’s Certificate as Evidence. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence, willful misconduct and recklessness on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence, willful misconduct and recklessness on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it
under the provisions of this Indenture upon the faith thereof. 
 Section 7.08. Eligibility of Trustee.
There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least
$50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article. 

  
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 Section 7.09. Resignation or Removal of Trustee.
(a) The Trustee may at any time resign by giving written notice of such resignation to the Company and by mailing or sending notice thereof to the Holders at their addresses as they shall appear on the Note Register. Upon receiving such notice
of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 60 days after the mailing of such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to
the Company and the Holders, petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may,
subject to the provisions of Section 6.11, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee. 
 (b)    In case at any time any of the following shall occur:

 (i)    the Trustee shall cease to be eligible in accordance with the provisions of Section 7.08
and shall fail to resign after written request therefor by the Company or by any such Holder, or 

(ii)    the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

then, in either case, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.11, any Holder who has been a bona fide holder of a
Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 

(c)    The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in
accordance with Section 8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as successor trustee unless within ten days after notice to the Company of such nomination the Company objects
thereto, in which case the Trustee so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment of a successor trustee. 

  
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 (d)    Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10. 

Section 7.10. Acceptance by Successor Trustee. Any successor trustee appointed as provided in
Section 7.09 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless,
on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such
successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by such trustee as such, except for funds
held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 7.06. 

No successor trustee shall accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor
trustee shall be eligible under the provisions of Section 7.08. 
 Upon acceptance of appointment by a successor trustee as provided in
this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of the Company shall mail or cause to be mailed or sent notice of the succession of such trustee hereunder to the Holders at their
addresses as they shall appear on the Note Register. If the Company fails to mail or send such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed or sent at the
expense of the Company. 
 Section 7.11. Succession by Merger, Etc. Any corporation or other entity
into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or other
entity succeeding to all or substantially all of the corporate trust business of the Trustee (including the administration of this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided that in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee such corporation or other entity shall be
eligible under the provisions of Section 7.08. 
 In case at the time such successor to the Trustee shall succeed to the trusts created
by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor
trustee, and deliver such Notes so 

  
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authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee or an authenticating agent appointed by such successor trustee may
authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor trustee or to authenticate Notes in the name of any predecessor trustee shall
apply only to its successor or successors by merger, conversion or consolidation. 
 Section 7.12.
Trustee’s Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with regard to any action proposed to
be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this
Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such
application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer that the Company has indicated to the Trustee should receive such application actually receives such
application, unless any such officer shall have consented in writing to any earlier date), unless, prior to taking any such action (or the effective date in the case of any omission), the Trustee shall have received written instructions in
accordance with this Indenture in response to such application specifying the action to be taken or omitted. 
 ARTICLE 8 

CONCERNING THE HOLDERS 

Section 8.01. Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified
percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any
such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or
(b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a
meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may fix, but shall not be required to, in advance of such solicitation, a date as the record date for
determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action. 

Section 8.02. Proof of Execution by Holders. Subject to the provisions of Section 7.01,
Section 7.02 and Section 9.05, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in Section 9.06.


  
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 Section 8.03. Who Are Deemed Absolute Owners. The
Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such
Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the
principal of and (subject to Section 2.03) accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes under this Indenture; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion
Agent nor any Note Registrar shall be affected by any notice to the contrary. The sole registered holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time being, or upon its
order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the
contrary in this Indenture or the Notes following an Event of Default, any owner of a beneficial interest in a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the
Depositary or any other Person, such holder’s right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture. 

Section 8.04. Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate
principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary
thereof or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision or indecision by the Trustee taken
upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes, if any, known by the Company to be
owned or held by or for the account of any of the above described Persons; and, subject to Section 7.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Notes not listed therein are outstanding for the purpose of any such determination. 
 Section 8.05.
Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action


  
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by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder of a Note that is shown by the evidence to
be included in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section 8.02, revoke such action so far as
concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or substitution
therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof. 

ARTICLE 9 

HOLDERS’ MEETINGS 

Section 9.01. Purpose of Meetings. A meeting of Holders may be called at any time and from time to time
pursuant to the provisions of this Article 9 for any of the following purposes: 
 (a)    to give any notice to the
Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Indenture) and its consequences, or
to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article 6; 
 (b)    to
remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 7; 
 (c)    to consent to the
execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or 

(d)    to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal
amount of the Notes under any other provision of this Indenture or under applicable law. 
 Section 9.02. Call of
Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of
the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 8.01, shall be mailed or sent to Holders of such
Notes at their addresses as they shall appear on the Note Register. Such notice shall also be mailed or sent to the Company. Such notices shall be mailed or sent not less than 20 nor more than 90 days prior to the date fixed for the meeting. 

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

  
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 Section 9.03. Call of Meetings by Company
or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders,
by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed or sent the notice of such meeting within 20 days after receipt of such request, then the Company or such
Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by mailing or sending notice thereof as provided in Section 9.02. 

Section 9.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders a Person shall
(a) be a Holder of one or more Notes on the record date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such meeting. The only
Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company
and its counsel. 
 Section 9.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. 

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 9.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the Notes represented at the meeting and entitled to vote at the meeting. 

Subject to the provisions of Section 8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each
$1,000 principal amount of Notes held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting
to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders. Any meeting of
Holders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without further notice. 
 Section 9.06. Voting. The
vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held
or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall 

  
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make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said notice was mailed or sent as provided in Section 9.02. The record shall show the aggregate principal amount of the Notes voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. 
 Any record so signed and verified shall be conclusive evidence of the matters therein
stated. 
 Section 9.07. No Delay of Rights by Meeting. Nothing contained in this
Article 9 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Notes. Nothing contained in this Article 9 shall be deemed or construed to limit any Holder’s actions pursuant to the applicable
procedures of the Depositary so long as the Notes are Global Notes. 
 ARTICLE 10 

SUPPLEMENTAL INDENTURES 

Section 10.01. Supplemental Indentures Without Consent of Holders. The Company and the
Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: 

(a)    to cure any ambiguity, omission, defect or inconsistency that does not adversely affect Holders, as determined in
good faith by the Company; 
 (b)    to provide for the assumption by a Successor Company of the obligations of the
Company under this Indenture pursuant to Article 11; 
 (c)    to add guarantees with respect to the Notes; 

(d)    to secure the Notes; 

(e)    to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right
or power conferred upon the Company; 
 (f)    to make any change that does not adversely affect the rights of any
Holder, as determined in good faith by the Company; 

  
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 (g)    in connection with any Merger Event, provide that the notes are
convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07, as determined in good faith by the Company; 

(h)    to irrevocably elect or eliminate a Settlement Method and/or irrevocably elect a minimum Specified Dollar Amount;
or 
 (i)    to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of
the Offering Memorandum, as determined in good faith by the Company. 
 Upon the written request of the Company, the Trustee is hereby
authorized to and shall be fully protected, and shall join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, except that the Trustee shall
not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the
consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02. 

Section 10.02. Supplemental Indentures with Consent of Holders. With the consent
(evidenced as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection
with a repurchase of, or tender or exchange offer for, Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each
Holder of an outstanding Note affected, no such supplemental indenture shall: 
 (a)    reduce the amount of Notes whose
Holders must consent to an amendment; 
 (b)    reduce the rate of or extend the stated time for payment of interest on
any Note; 
 (c)    reduce the principal of or extend the Maturity Date of any Note; 

(d)    make any change that adversely affects the conversion rights of any Notes; 

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

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

  
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 (g)    change the ranking of the Notes in any manner adverse to Holders; 

(h)    impair the right of any Holder to receive payment of principal and interest on such Holder’s Notes on or after
the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 

(i)    make any change in this Article 10 that requires each Holder’s consent or in the waiver provisions in
Section 6.02 or Section 6.09; or 
 (j)    make any change to the subordination provisions of this Indenture
if such change would adversely affect the rights of Holders. 
 Upon the written request of the Company, and upon the filing with the
Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.05, the Trustee shall join with the Company and shall be fully protected in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 

Holders do not need under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be
sufficient if such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall give to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such
notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture. 

Section 10.03. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article 10, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the
Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
 Section 10.04. Notation
on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 10 may, at the Company’s expense, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained
in any such supplemental indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 17.10) and delivered in
exchange for the Notes then outstanding, upon surrender of such Notes then outstanding. 
 Section 10.05. Evidence
of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by Section 17.05, the Trustee shall receive an Officer’s Certificate and
an Opinion of Counsel as conclusive evidence that any supplemental 

  
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indenture executed pursuant hereto complies with the requirements of this Article 10 and is permitted or authorized by this Indenture and constitutes the legal, valid and binding obligation of
the Company enforceable against it in accordance with its terms. 
 ARTICLE 11 

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 

Section 11.01. Company May Consolidate, Etc. on Certain Terms. Subject to the
provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless: 

(a)    either (i) the Company is the Person formed by or surviving such merger or consolidation or (ii) the
Person (if other than the Company) (x) formed by such consolidation or into which the Company is merged or (y) that acquires by conveyance or transfer or that leases all of substantially all of the Company’s properties and assets (any
such Person described in subclause (ii), the “Successor Company”), shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor
Company shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and 

(b)    immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be
continuing under this Indenture. 
 Section 11.02. Successor Corporation to Be Substituted.
In case of any such consolidation, merger, sale, conveyance, transfer or lease where there is a Successor Company and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in
form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the
due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and, except in the case of a lease of all or substantially all of the Company’s
properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the
Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation,
merger, sale, conveyance or transfer 

  
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(but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter
have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes
and from its obligations under this Indenture and the Notes. 
 In case of any such consolidation, merger, sale, conveyance, transfer or
lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. 

Section 11.03. Officer’s Certificate and Opinion of Counsel to Be
Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11.

 ARTICLE 12 

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS 
 Section 12.01. Indenture and Notes Solely Corporate
Obligations. No recourse for the payment of the principal of or accrued and unpaid interest on any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, Officer or director or
Subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Notes. 

ARTICLE 13 

SUBORDINATION 

Section 13.01. Agreement of Subordination. The Company covenants and agrees, and each Holder of Notes issued
hereunder by its acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article 13; and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange
thereof, accepts and agrees to be bound by such provisions. 
 The payment of the principal of and interest on all Notes (including, but not
limited to, the Fundamental Change Repurchase Price in accordance with Article 15 and any cash payable upon conversion if the Company elects Cash Settlement or Combination Settlement, but 

  
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excluding the settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 14 (and cash payable in lieu of delivering any fractional share of Common Stock
issuable upon conversion pursuant to Section 14.02(j)) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full in cash or other payment satisfactory
to the holders of all Senior Debt, whether outstanding at the date of this Indenture or thereafter incurred. 
 No provision of this Article
13 shall prevent the occurrence of any Default or Event of Default hereunder. 
 Section 13.02. Payment to
Holders. No payment shall be made with respect to the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15 and any cash payable upon conversion if the
Company elects Cash Settlement or Combination Settlement, but excluding the settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 14 (and cash payable in lieu of delivering any fractional share of Common
Stock issuable upon conversion pursuant to Section 14.02(j)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, if: 

(i)    a default in the payment of principal, premium, interest or other amounts due on any Senior Debt,
including respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of
grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”); or 

(ii)    a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing
that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and the Trustee shall have received at the
Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of such Designated Senior Debt. 

Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice to a Responsible Officer of the Trustee, no new Payment
Blockage Notice may be delivered and no new period of payment blockage with respect to the Notes may begin until both (i) 365 consecutive days have elapsed since the Company’s receipt of the first Payment Blockage Notice and (ii) all
scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cash or amounts due upon conversion have been paid or delivered pursuant to Article 14. No default that existed or was continuing
on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Senior
Debt, whether or not within a period of 365 consecutive days. 

  
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 The Company may and shall resume payments on the Notes upon: 

(i)    in the case of a Payment Default, the date upon which the default is cured or waived or ceases to
exist, and 
 (ii)    in the case of a Non-Payment Default, on
the earlier to occur of (A) the date on which such default is cured or waived or otherwise ceases to exist, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of such Designated Senior
Debt has been accelerated, in which case no payment or distribution may be made on the Notes until such default is cured or waived or such Designated Senior Debt is discharged or paid in full. 

In the event of any distribution to creditors of the Company: 

(A)    in any liquidation or dissolution of the Company (whether voluntary or involuntary); 

(B)    in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property; 
 (C)    in an assignment for the benefit of creditors; or 

(D)    in any marshaling of the Company’s assets and liabilities, 

all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of
Senior Debt before any payment of cash, property or securities (subject to Section 13.05 and other than Permitted Junior Securities) is made on account of the principal of or interest on the Notes or amounts payable in cash due upon conversion
(other than cash payable in lieu of delivering fractional shares of Common Stock) as set forth above (except, to the extent required by applicable law, payments made pursuant to Article 3 from monies deposited with the Trustee pursuant thereto prior
to commencement of proceedings for such events set forth in (A)-(D) above), to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Section 13.02, shall (except as aforesaid) be paid by the Company,
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt
(pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt,
after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. 

For purposes of this Section 13.02, “Permitted Junior Securities” means (1) equity interests in the
Company, including, without limitation, shares of stock or warrants to purchase shares of stock of the Company as reorganized or readjusted or (2) debt securities of the Company that are subordinated to all Senior Debt and debt securities of
the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section 13.02 with respect to the Notes to the


  
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payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entity, if any, resulting from any reorganization or
readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to
another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation,
merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. 
 In the event of the acceleration of the
Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in
accordance with Article 15, but excluding the settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 14 (and cash payable in lieu of delivering any fractional share of Common Stock issuable upon conversion
pursuant to Section 14.02(j)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders
of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration.

 In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or
character, (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the
holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall
be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the
extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

 Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06.
This Section 13.02 shall be subject to the further provisions of Section 13.05. The Trustee shall be entitled to all rights set forth in this Article 13 with respect to any Senior Debt of the Company at any time held by it, to the same
extent as any other holder of Senior Debt of the Company. Nothing in this Article shall deprive the Trustee of any of its rights as such holder. 

Section 13.03. Subrogation of the Notes. Subject to the payment in full, in cash or other payment
satisfactory to the holders of Senior Debt, of all Senior Debt, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the 

  
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holders of such Senior Debt pursuant to the provisions of this Section 13.03 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is
subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions
applicable to the Senior Debt until the principal of and interest on the Notes shall be paid in full in cash; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt to which the Holders of the Notes
or the Trustee would be entitled except for the provisions of this Section 13.03, and no payment over pursuant to the provisions of this Section 13.03, to or for the benefit of the holders of Senior Debt by Holders of the Notes or the
Trustee, shall, as between the Company, its creditors other than holders of Senior Debt, and the Holders of the Notes, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payment or distribution to or for the benefit
of the Holders of the Notes pursuant to the subrogation provisions of this Section 13.03, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Notes. It
is understood that the provisions of this Section 13.03 are and are intended solely for the purposes of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Debt, on the other hand. 

Nothing contained in this Section 13.03 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the
Company, its creditors other than the holders of Senior Debt, and the Holders of the Notes, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Notes the principal of and interest on the Notes as and when
the same shall become due and payable in accordance with their terms and to deliver the consideration due upon conversion, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Company other than the
holders of the Senior Debt. 
 Upon any payment or distribution of assets of the Company referred to in this Section 13.03, the
Trustee, subject to the provisions of Section 7.01, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered
to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon and
all other facts pertinent thereto or to this Section 13.03. 
 Section 13.04. Authorization to Effect
Subordination. Each Holder of a Note by the Holder’s acceptance thereof authorizes and directs the Trustee on the Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in
this Section 13.04 and appoints the Trustee to act as the Holder’s attorney-in-fact for any and all such purposes. 

Section 13.05. Notice to Trustee. The Company shall give prompt written notice in the form of an Officer’s
Certificate to a Responsible Officer of the Trustee and to any Paying Agent of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Notes pursuant to the
provisions of this Section 13.05. Notwithstanding the provisions of this Section 13.05 or any other provision of 

  
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this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Notes
pursuant to the provisions of this Section 13.05, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office from the Company (in the form of an Officer’s
Certificate) or a Representative or a holder or holders of Senior Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects to
assume that no such facts exist; provided that, if on a date not less than one Business Day prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the
principal of or interest on any Note or cash amounts due upon conversion otherwise subject to this Article 13) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 13.05, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which
may be received by it on or after such prior date. Notwithstanding anything in this Section 13.05 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article 3, and any such
payment shall not be subject to the provisions of this Section 13.05; provided that, at the time of any such deposit, such deposit and payment were permitted under this Section 13.05 without giving effect to the first clause this
sentence; provided further that, if the Trustee shall receive any such notice on the date upon which, by the terms hereof, such monies shall be payable, the Trustee may, in its reasonable discretion, waive the foregoing proviso. 

The Trustee, subject to the provisions of Section 7.01, shall be entitled to conclusively rely on the delivery to it of a written notice
by a Representative or a Person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee
determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Section 13.05, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Section 13.05, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 

Section 13.06. Senior Debt Entitled to Rely. The holders of Senior Debt shall have the right to rely
upon this Section 13.06, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto. 

Section 13.07. Reinstatement. To the extent the payment of or distribution in respect of any Senior Debt (whether by or on behalf
of the Company as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or similar
Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar 

  
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law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, the Senior Debt or part thereof
originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. 

Section 13.08. Action by Holders of Senior Debt. The holders of the Senior Debt may, at any
time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Indenture or the obligations of the
Holders hereunder to the holders of the Senior Debt, do any one or more of the following: 

(i)    change the manner, place or terms of payment or extend the time of payment of, or renew or alter,
the Senior Debt or any instrument evidencing the same or any agreement under which any Senior Debt is outstanding or secured; 

(ii)    sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise
secured; 
 (iii)    release any Person liable in any manner for the collection of Senior Debt; 

(iv)    exercise or refrain from exercising any rights against the Company or any other Person; and 

(v)    take any other action in the reasonable business judgment of the holders of Senior Debt. 

Section 13.09. Trustee Not Fiduciary for Holders of Senior Debt. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Company or to any other person
cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Section 13.09 or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Section 13.09 and no implied covenants or obligations with respect to holders of Senior Debt shall be read into this Indenture against the Trustee. 

ARTICLE 14 

CONVERSION OF NOTES 

Section 14.01. Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14,
each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or a multiple of $1,000 in excess thereof) of such Note (i) subject
to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2026 under the circumstances and during the periods set forth in Section
14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), 

  
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on or after November 15, 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial base conversion rate
of 9.8936 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Base Conversion Rate”) per $1,000 principal amount of Notes, and such Base Conversion Rate, after giving effect to the
application of the Incremental Share Factor in calculating the Daily Conversion Rate Fractions and corresponding Settlement Amount (as set forth and as subject to adjustment as provided in this Article 14, the “Conversion
Rate”), (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Both the Base Conversion Rate and the Conversion Rate are subject to the Conversion Rate
Cap as provided in this Indenture. 
 (b)    (i) Prior to the close of business on the Business Day immediately
preceding November 15, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any 10 consecutive Trading Day period (the “Measurement
Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this Section 14.01(b)(i), for each Trading Day of the Measurement Period was less than
98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this Section
14.01(b)(i) and the definitions of Trading Price and Conversion Rate applicable to this Section 14.01(b)(i) set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three
independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no
obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation
Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading
Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the
Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading
Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company
does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid
Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading
Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth
above has been met, the Company shall so notify the Holders, the Trustee and the Conversion 

  
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Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal
to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). 

(ii)    If, prior to the close of business on the Business Day immediately preceding November 15,
2026, the Company elects to: 
 (A)    issue to all or substantially all holders of the Common Stock any
rights, options or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common
Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such
issuance; or 
 (B)    distribute to all or substantially all holders of the Common Stock the
Company’s assets, securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the
Trading Day preceding the date of announcement for such distribution, 
 then, in either case, the Company shall notify the Trustee, the Conversion Agent
(if other than the Trustee) and all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 55 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or
distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible
at such time. 
 (iii)    If a transaction or event that constitutes a Fundamental Change or a Make-Whole
Fundamental Change occurs prior to the close of business on the Business Day immediately preceding November 15, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or
if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does
not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change), pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered for
conversion at any time from or after the effective date of the transaction until 55 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change
Repurchase Date. The Company shall notify Holders, the 

  
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Trustee and the Conversion Agent (if other than the Trustee) (i) at least 10 Scheduled Trading Days prior to the anticipated effective date of such transaction; or (ii) if the Company
has not publicly announced such transaction at least 10 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the day the Company publicly announces such transaction, and in no event later
than the actual effective date of such transaction. 
 (iv)    Prior to the close of business on the
Business Day immediately preceding November 15, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during any fiscal quarter commencing after the fiscal quarter ending on June 30, 2017 (and only during
such fiscal quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding fiscal
quarter is greater than or equal to 130% of the Base Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each fiscal quarter commencing after June 30, 2017 whether the Notes may be surrendered for
conversion in accordance with this clause (iv) and shall notify the Trustee and the Conversion Agent if the Notes become convertible in accordance with this clause (iv). 

Section 14.02. Conversion Procedure; Settlement Upon Conversion. 

(a)    Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the Company
shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in
lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if
applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in this Section 14.02.

 (i)    All conversions for which the relevant Conversion Date occurs on or after November 15,
2026 shall be settled using the same Settlement Method. 
 (ii)    Except for any conversions for which
the relevant Conversion Date occurs during the period from, and including, November 15, 2026 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, the Company shall use the same Settlement Method
for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. 

(iii)    If, in respect of any Conversion Date (or the period described in the third immediately succeeding
set of parentheses, as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company,
through the Trustee, shall deliver such Settlement Notice to converting Holders no later than the close 

  
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of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions occurring during the period from, and including, November 15, 2026 to
the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, no later than the close of business on the Scheduled Trading Day immediately preceding November 15, 2026). If the Company does not elect a
Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to such Conversion Date or during such period and the
Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant
Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing
Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be
deemed to be $1,000. 
 (iv)    The cash, shares of Common Stock or combination of cash and shares of
Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: 

(A)    if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical
Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the sum of the Daily Conversion Rate Fractions for each of the 50
consecutive Trading Days during the related Observation Period; 
 (B)    if the Company elects to
satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily
Conversion Values for each of the 50 consecutive Trading Days during the related Observation Period; and 

(C)    if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect
of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of
the 50 consecutive Trading Days during the related Observation Period. 
 (v)    For purposes of the
formula used in determining the Daily Conversion Rate Fractions, the Conversion Rate and any Settlement Amount during the relevant Observation Period in accordance with this Section 14.02(a), the Base Conversion Price


  
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shall not be adjusted for any increase to the Base Conversion Rate with respect to Notes converted in connection with a Make-Whole Fundamental Change
pursuant to Section 14.03, but shall be adjusted for any other adjustment to the Base Conversion Rate pursuant to Section 14.04. 

(vi)    The Daily Conversion Rate Fractions, the Daily Settlement Amounts (if applicable) and the Daily
Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Conversion Rate Fractions, the Daily Settlement Amounts or the Daily
Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Conversion Rate
Fractions, the Daily Settlement Amounts or the Daily Conversion Values (and the sum of such Daily Conversion Rate Fractions, Daily Settlement Amounts or Daily Conversion Values), as the case may be, and the amount of cash payable in lieu of
delivering fractional shares of Common Stock for each conversion of Notes. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. 

(b)    Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above,
such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled
as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a
“Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the
certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate
endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date
to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice
of Conversion with respect to any Notes may be delivered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change
Repurchase Notice in accordance with Section 15.03. 
 If more than one Note shall be surrendered for conversion at one time by the
same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. 

(c)    A Note shall be deemed to have been converted immediately prior to the close of business on the date (the
“Conversion Date”) that the Holder has complied with the 

  
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requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in
respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement; provided, if the relevant Conversion Date is after the Regular Record Date
immediately preceding the Maturity Date, such settlement shall occur on the Maturity Date, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. If any
shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the
Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. 

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

(e)    If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The
Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in
accordance with the immediately preceding sentence. 
 (f)    Except as provided in Section 14.04, no adjustment
shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14. 

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

(h)    Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any,
except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the
relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than canceled, extinguished or forfeited. Upon a conversion of Notes into a
combination of cash and shares of Common Stock, 

  
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accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a
Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes
surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the
Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date
that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion
with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date shall receive the full interest payment due on the Maturity Date regardless of whether their
Notes have been converted following such Regular Record Date. 
 (i)    The Person in whose name any shares of Common
Stock shall be issuable upon conversion shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last
Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes
surrendered for conversion. 
 (j)    The Company shall not issue any fractional share of Common Stock upon conversion
of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for
the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has (x) elected Physical Settlement, the full number of shares that shall be issued upon
conversion thereof shall be computed on the basis of the aggregate Daily Conversion Rate Fractions for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash or (y) elected (or is deemed
to have elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares
remaining after such computation shall be paid in cash. 
 Section 14.03. Increased Base Conversion
Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs or becomes
effective prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so
surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such
Make-Whole Fundamental Change if the relevant Notice of 

  
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Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related
Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 55th Trading Day immediately following the
Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). 

(b)    Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section
14.01(b)(iii), the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 based on the Conversion Rate as increased to reflect
the Additional Shares pursuant to the table below; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property
following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price
for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such
event, the Conversion Obligation shall be determined and paid to Holders in cash on the third Business Day following the Conversion Date. The Company shall notify the Holders of Notes and the Trustee of the Effective Date of any Make-Whole
Fundamental Change and the Company shall publish the information on its website (or through such other public medium, as the Company may use at that time) announcing such Effective Date no later than five Business Days after such Effective Date.

 (c)    The number of Additional Shares, if any, by which the Base Conversion Rate shall be increased shall be
determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or
deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the
definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and
including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to
the Base Conversion Rate that becomes effective, or any event requiring an adjustment to the Base Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used in Section 14.04) or
expiration date of the event occurs, during such five consecutive Trading Day period. 
 (d)    The Stock Prices set
forth in the column headings of the table below shall be adjusted as of any date on which the Base Conversion Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the Base Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the 

  
 70 








 
denominator of which is the Base Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Base
Conversion Rate as set forth in Section 14.04. 
 (e)    The following table sets forth the number of Additional
Shares of Common Stock by which the Base Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set forth below: 

 

																																																									
	 	 	Stock price	 
	 Effective date
	 	$70.93	 	 	$101.08	 	 	$125.00	 	 	$150.00	 	 	$175.00	 	 	$200.00	 	 	$225.00	 	 	$250.00	 	 	$275.00	 	 	$300.00	 	 	$350.00	 	 	$400.00	 	 	$450.00	 	 	$500.00	 
	 February 15, 2017
	 	 	4.2048	  	 	 	3.8119	  	 	 	2.5691	  	 	 	1.8784	  	 	 	1.4570	  	 	 	1.1723	  	 	 	0.9658	  	 	 	0.8082	  	 	 	0.6833	  	 	 	0.5816	  	 	 	0.4250	  	 	 	0.3098	  	 	 	0.2215	  	 	 	0.1519	  
	 February 15, 2018
	 	 	4.2048	  	 	 	3.6309	  	 	 	2.4316	  	 	 	1.7743	  	 	 	1.3771	  	 	 	1.1100	  	 	 	0.9166	  	 	 	0.7689	  	 	 	0.6518	  	 	 	0.5561	  	 	 	0.4081	  	 	 	0.2984	  	 	 	0.2138	  	 	 	0.1465	  
	 February 15, 2019
	 	 	4.2048	  	 	 	3.4366	  	 	 	2.2790	  	 	 	1.6567	  	 	 	1.2855	  	 	 	1.0380	  	 	 	0.8594	  	 	 	0.7232	  	 	 	0.6150	  	 	 	0.5265	  	 	 	0.3889	  	 	 	0.2862	  	 	 	0.2063	  	 	 	0.1423	  
	 February 15, 2020
	 	 	4.2048	  	 	 	3.2248	  	 	 	2.1090	  	 	 	1.5242	  	 	 	1.1818	  	 	 	0.9559	  	 	 	0.7939	  	 	 	0.6706	  	 	 	0.5725	  	 	 	0.4921	  	 	 	0.3665	  	 	 	0.2718	  	 	 	0.1973	  	 	 	0.1370	  
	 February 15, 2021
	 	 	4.2048	  	 	 	2.9924	  	 	 	1.9167	  	 	 	1.3723	  	 	 	1.0616	  	 	 	0.8598	  	 	 	0.7161	  	 	 	0.6072	  	 	 	0.5206	  	 	 	0.4494	  	 	 	0.3375	  	 	 	0.2523	  	 	 	0.1843	  	 	 	0.1287	  
	 February 15, 2022
	 	 	4.2048	  	 	 	2.7341	  	 	 	1.7014	  	 	 	1.2027	  	 	 	0.9276	  	 	 	0.7523	  	 	 	0.6288	  	 	 	0.5356	  	 	 	0.4615	  	 	 	0.4005	  	 	 	0.3041	  	 	 	0.2297	  	 	 	0.1696	  	 	 	0.1194	  
	 February 15, 2023
	 	 	4.2048	  	 	 	2.4462	  	 	 	1.4537	  	 	 	1.0064	  	 	 	0.7719	  	 	 	0.6267	  	 	 	0.5257	  	 	 	0.4499	  	 	 	0.3899	  	 	 	0.3405	  	 	 	0.2622	  	 	 	0.2011	  	 	 	0.1507	  	 	 	0.1076	  
	 February 15, 2024
	 	 	4.2048	  	 	 	2.1175	  	 	 	1.1700	  	 	 	0.7859	  	 	 	0.5993	  	 	 	0.4875	  	 	 	0.4106	  	 	 	0.3531	  	 	 	0.3076	  	 	 	0.2703	  	 	 	0.2115	  	 	 	0.1654	  	 	 	0.1266	  	 	 	0.0925	  
	 February 15, 2025
	 	 	4.2048	  	 	 	1.7261	  	 	 	0.8391	  	 	 	0.5405	  	 	 	0.4121	  	 	 	0.3374	  	 	 	0.2857	  	 	 	0.2466	  	 	 	0.2158	  	 	 	0.1906	  	 	 	0.1513	  	 	 	0.1207	  	 	 	0.0947	  	 	 	0.0708	  
	 February 15, 2026
	 	 	4.2048	  	 	 	1.2197	  	 	 	0.4397	  	 	 	0.2717	  	 	 	0.2122	  	 	 	0.1760	  	 	 	0.1497	  	 	 	0.1295	  	 	 	0.1136	  	 	 	0.1006	  	 	 	0.0807	  	 	 	0.0660	  	 	 	0.0539	  	 	 	0.0425	  
	 February 15, 2027
	 	 	4.2048	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  

 The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: 

(i)    if the Stock Price is between two Stock Prices in the table above or the Effective Date is between
two Effective Dates in the table above, the number of Additional Shares by which the Base Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and
lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; 

(ii)    if the Stock Price is greater than $500.00 per share (subject to adjustment in the same manner as
the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Base Conversion Rate; and 

(iii)    if the Stock Price is less than $70.93 per share (subject to adjustment in the same manner as the
Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Base Conversion Rate. 

For each increase in the Base Conversion Rate for Notes converted in connection with a Make-Whole Fundamental Change pursuant to this Section 14.03, the
Incremental Share Factor will be proportionately increased as set forth in Section 14.04, subject to the Conversion Rate Cap set forth in the immediately succeeding paragraph. For the avoidance of doubt, for purposes of the formula used in
determining the Daily Conversion Rate Fractions, the Conversion Rate and any Settlement Amount during the relevant Observation Period in accordance with Section 14.02(a), the Base Conversion Price shall not be adjusted for any increase to the Base
Conversion Rate with respect to Notes converted in connection with a Make-Whole Fundamental Change pursuant to this Section 14.03, but shall be adjusted for any other adjustment to the Base Conversion Rate pursuant to Section 14.04. 

  
 71 








 Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed
14.0984 shares of Common Stock (the “Conversion Rate Cap”) (whether due any increase in the Base Conversion Rate pursuant to this Section 14.03 or pursuant to the application of the Incremental Share Factor in
determining the Daily Conversion Rate Fractions, the Conversion Rate and any Settlement Amount as set forth in this Indenture), subject to adjustment in the same manner as the Base Conversion Rate pursuant to Section 14.04. 

Section 14.04. Adjustment of Base Conversion Rate. The Base Conversion Rate shall be adjusted
from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Base Conversion Rate if Holders of the Notes participate (other than in the case (x) of a share split or share
combination described in clause (b) below or (y) a tender or exchange offer described in clause (f) below), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of
the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands)
of Notes held by such Holder. 
 (a)    At any time the Base Conversion Rate is adjusted as described in this
Section 14.04, the Incremental Share Factor will be adjusted based on the following formula: 
  
 



 
  

					
	where,	  		  	
			
	ISP0	  	=	  	the Incremental Share Factor in effect immediately prior to such adjustment;
			
	ISP'	  	=	  	the Incremental Share Factor in effect immediately after giving effect to such adjustment;
			
	CR0	  	=	  	the Base Conversion Rate in effect immediately prior to such adjustment; and
			
	CR'	  	=	  	the Base Conversion Rate in effect immediately after giving effect to such adjustment.

 (b)    If the Company exclusively issues shares of Common Stock as a dividend or
distribution on shares of the Common Stock, or if the Company effects a share split or share combination, the Base Conversion Rate shall be adjusted based on the following formula: 

 
 



 
 where, 
  

					
	 CR0  
	 	=	  	the Base Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the
Effective Date of such share split or share combination, as applicable;


  
 72 









					
	 CR' 
	 	=	  	the Base Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or such Effective Date as applicable;
			
	 OS0  
	 	=	  	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or such Effective Date, as applicable; and
			
	 OS' 
	 	=	  	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

 Any adjustment made under this Section 14.04(b) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the
type described in this Section 14.04(b) is declared but not so paid or made, the Base Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Base
Conversion Rate that would then be in effect if such dividend or distribution had not been declared. 
 (c)    If the
Company issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement
date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and
including, the Trading Day immediately preceding the date of announcement of such issuance, the Base Conversion Rate shall be increased based on the following formula: 
  





 
 where, 
  

					
	 CR0  
	 	=	  	the Base Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
			
	 CR' 
	 	=	  	the Base Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
			
	 OS0  
	 	=	  	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
			
	 X      
	 	=	  	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and


  
 73 









					
	Y	  	=	  	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10
consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

 Any increase made under this Section 14.04(c) shall be made successively whenever any such rights, options or warrants are
issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such
rights, options or warrants, the Base Conversion Rate shall be decreased to the Base Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of
only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued or if no such rights, options or warrants are exercised prior to their expiration, the Base Conversion Rate shall be decreased to the
Base Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred. 

For purposes of this Section 14.04(c) and Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders
to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date
of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount
payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. 

(d)    If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of
the Company or rights, options or warrants to acquire its Capital Stock or other securities of the Company, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment
was effected pursuant to Section 14.04(b) or Section 14.04(c), (ii) dividends or distributions paid exclusively in cash as to which the provisions of Section 14.04(e) shall apply, (iii) rights issued under a stockholder rights plan (except as
provided in Section 14.11), (iv) distributions of Reference Property to which Section 14.07 shall apply and (v) Spin-Offs as to which the provisions set forth below in this Section 14.04(d) shall apply (any of such shares of Capital
Stock, evidences of indebtedness, other assets or property of the Company or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Base Conversion Rate shall be
increased based on the following formula: 
  
 



 
 where, 
  

					
	CR0	 	=	  	the Base Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;


  
 74 









					
	CR'	  	=	  	the Base Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
			
	SP0	  	=	  	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
			
	FMV	  	=	  	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

 Any increase made under the portion of this Section 14.04(d) above shall become effective immediately after the open of
business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Base Conversion Rate shall be decreased to the Base Conversion Rate that would then be in effect if such
distribution had not been declared. If the Company issues rights, options or warrants that are only exercisable upon the occurrence of certain triggering events, then the Company shall not adjust the Base Conversion Rate pursuant to the provisions
of this Section 14.04(d) set forth above until the earliest of these triggering events occurs, and the Company shall readjust the Base Conversion Rate to the extent any of these rights, options or warrants are not exercised before they expire.
Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note
shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received
if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined
above) of any distribution for purposes of this Section 14.04(d) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last
Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. 

With respect to an adjustment pursuant to this Section 14.04(d) where there has been a payment of a dividend or other distribution on the
Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national
securities exchange (a “Spin-Off”), the Base Conversion Rate shall be increased based on the following formula: 
  





 
 where, 
  

					
	CR0	  	=	  	the Base Conversion Rate in effect immediately prior to the end of the Valuation Period;


  
 75 









					
	CR'	  	=	  	the Base Conversion Rate in effect immediately after the end of the Valuation Period;
			
	FMV0	  	=	  	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last
Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the
Spin-Off (the “Valuation Period”); provided that, if there is no Last Reported Sale Price of the Capital Stock or similar equity interest distributed to holders of the Common Stock on such Ex-Dividend Date, the
“Valuation Period” shall be the 10 consecutive Trading Day period after, and including the first Trading Day such Last Reported Sale Price is available; and
			
	MP0	  	=	  	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

 The increase to the Base Conversion Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation
Period; provided that, subject to the immediately succeeding sentence, (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period, references
to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date for such
Spin-Off and the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day
that falls within the relevant Observation Period for such conversion and within the Valuation Period, references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed
between the Ex-Dividend Date for such Spin-Off and such Trading Day in determining the Base Conversion Rate as of such Trading Day. Further, if the Ex-Dividend Date for such Spin-Off is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes,
references to “10” or “10th” in this paragraph and the preceding paragraph of this Section 14.04(d) related to Spin-Offs will be deemed to be replaced, solely in respect of that conversion of Notes, with such lesser number of
Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, and including, the last Trading Day of such Observation Period. If such Spin-Off does not occur, the Base Conversion Rate shall be decreased to be the Base Conversion Rate that would then be in effect if such distribution had not been declared, effective as of the date on which the
Board of Directors determines not to consummate such Spin-Off. 
 For purposes of this Section
14.04(d) (and subject in all respect to Section 14.11), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including
Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of
the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed 

  
 76 








 
for purposes of this Section 14.04(d) (and no adjustment to the Base Conversion Rate under this Section 14.04(d) will be required) until the occurrence of the earliest Trigger Event, whereupon
such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Base Conversion Rate shall be made under this Section 14.04(d). If any such right, option or warrant, including any
such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with
such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of
rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the
Base Conversion Rate under this Section 14.04(d) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase
(x) the Base Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Base Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger
Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained
such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any
holders thereof, the Base Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued. 
 For purposes
of Section 14.04(b), Section 14.04(c) and this Section 14.04(d), if any dividend or distribution to which this Section 14.04(d) is applicable also includes one or both of: 

(A)    a dividend or distribution of shares of Common Stock to which Section 14.04(b) is applicable (the
“Clause A Distribution”); or 
 (B)    a dividend or distribution of rights, options or
warrants to which Section 14.04(c) is applicable (the “Clause B Distribution”), 
 then, in either case, (1) such
dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(d) is applicable (the “Clause C Distribution”)
and any Base Conversion Rate adjustment required by this Section 14.04(d) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the
Clause C Distribution and any Base Conversion Rate adjustment required by Section 14.04(b) and Section 14.04(c) with respect thereto shall then be made, except that, if determined by the Company (I) the
“Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and
(II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such
Ex-Dividend Date or such Effective Date” within the meaning of Section 14.04(b) or “outstanding immediately prior to the open of business on such
Ex-Dividend Date” within the meaning of Section 14.04(c). 

  
 77 








 (e)    If any cash dividend or distribution is made to all or substantially
all holders of the Common Stock, the Base Conversion Rate shall be adjusted based on the following formula: 
  
 



 
 where, 
  

					
	CR0	  	=	  	the Base Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
			
	CR'	  	=	  	the Base Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
			
	SP0	  	=	  	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
			
	C	  	=	  	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.

 Any increase pursuant to this Section 14.04(e) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Base Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to
make or pay such dividend or distribution, to be the Base Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater
than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same time and upon the same
terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend
Date for such cash dividend or distribution. 
 (f)    If the Company or any of its Subsidiaries makes a payment in
respect of a tender or exchange offer for the Common Stock (other than odd-lot tender offer), to the extent that the cash and value of any other consideration included in the payment per share of the Common
Stock exceeds the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant
to such tender or exchange offer, the Base Conversion Rate shall be increased based on the following formula: 
  
 



 
 where, 
  

					
	CR0	  	=	  	the Base Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer
expires;


  
 78 









					
	CR'	  	=	  	the Base Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
			
	AC	  	=	  	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
			
	OS0	  	=	  	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such
tender or exchange offer);
			
	OS'	  	=	  	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or
exchange offer); and
			
	SP'	  	=	  	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

 The increase to the Base Conversion Rate under this Section 14.04(f) shall occur at the close of business on the 10th Trading
Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that, subject to the immediately succeeding sentence, (x) in respect of any conversion of Notes for which
Physical Settlement is applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to
“10” or “10th” in the preceding paragraph of this Section 14.04(f) shall be deemed replaced with such lesser number of Trading Days as have elapsed between the date that such tender or exchange offer expires and the Conversion
Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the Observation Period for such conversion and within
the 10 Trading Days immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires, references to “10” or “10th” in the preceding paragraph of this Section 14.04(f) shall be
deemed replaced with such lesser number of Trading Days as have elapsed between the date that such tender or exchange offer expires and such Trading Day in determining the Base Conversion Rate as of such Trading Day. Further, if the Trading Day next
succeeding the date such tender or exchange offer expires is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references to “10” or “10th”


  
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in the preceding paragraph and this paragraph of this Section 14.04(f) shall be deemed to be replaced, solely in respect of that conversion of Notes, with such lesser number of Trading Days as
have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to, and including, the last Trading Day of such Observation Period. If the Company is obligated to purchase Common Stock pursuant to any
such tender or exchange offer described in this Section 14.04(f) but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Base Conversion Rate will be readjusted to be the Base
Conversion Rate that would then be in effect if such tender or exchange offer had not been made or had been made only in respect of the purchases that have been effected. 

(g)    Notwithstanding this Section 14.04 or any other provision of this Indenture or the Notes, if a Base Conversion
Rate adjustment becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related
Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described under Section 14.02(i) based on an adjusted Base Conversion Rate for such
Ex-Dividend Date, then, notwithstanding the Base Conversion Rate adjustment provisions in this Section 14.04, the Base Conversion Rate adjustment relating to such
Ex-Dividend Date shall not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate
in the related dividend, distribution or other event giving rise to such adjustment. 
 (h)    Except as stated herein,
the Company shall not adjust the Base Conversion Rate for the issuance of shares of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such
convertible or exchangeable securities. 
 (i)    In addition to those adjustments required by clauses (b), (c), (d),
(e) and (f) of this Section 14.04, and to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed, the Company from time to time may increase
the Base Conversion Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject
to the applicable rules of any exchange on which any of the Company’s securities are then listed, the Company may (but is not required to) increase the Base Conversion Rate to avoid or diminish any income tax to holders of Common Stock or
rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event. Whenever the Base Conversion Rate is increased pursuant to either of the
preceding two sentences, the Company shall give each Holder of a Note and the Trustee a notice of the increase at least 15 days prior to the date the increased Base Conversion Rate takes effect, and such notice shall state the increased Base
Conversion Rate (and Incremental Share Factor) and the period during which it will be in effect. 

  
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 (j)    Notwithstanding anything to the contrary in this Article 14, the
Conversion Rate shall not be adjusted: 
 (i)    upon the issuance of any shares of Common Stock pursuant
to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; 

(ii)    upon the issuance of any shares of Common Stock or options or rights to purchase those shares
pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries; 

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

(iv)    upon the repurchase of shares of Common Stock pursuant to an open-market share repurchase program
or other buy-back transaction (including, without limitation, through any structured or derivative transaction such as an accelerated share repurchase derivative or similar forward derivative) that is not a
tender offer or exchange offer of the nature described in Section 14.04(f); 
 (v)    solely for a
change in the par value of the Common Stock; or 
 (vi)    for accrued and unpaid interest, if any. 

(k)    The Company shall not be required to make an adjustment pursuant to clauses (b), (c), (d), (e) or (f) of this
Section 14.04 unless such adjustment would result in a change of at least 1% of the Conversion Rate. However, the Company shall carry forward adjustments that are less than 1% of the Conversion Rate and make such carried forward adjustments
(1) when the cumulative net effect of all adjustments not yet made will result in a change of at least 1% of the Conversion Rate or (2) regardless of whether the adjustment (or such cumulative net effect) is less than 1%, (i) on the
effective date of any Fundamental Change or Make-Whole Fundamental Change and (ii) (x) on the Conversion Date (in the case of Physical Settlement) or (y) on each Trading Day of any Observation Period (in the case of any other
Settlement Method). All calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000) of a share. 

(l)    Whenever the Base Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee
(and the Conversion Agent if not the Trustee) an Officer’s Certificate setting forth the Base Conversion Rate (and Incremental Share Factor) after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
Unless and until a Responsible Officer of the Trustee shall have received such Officer’s Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Base Conversion Rate and may assume without inquiry that the last
Base Conversion Rate (and Incremental Share Factor) of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Base Conversion Rate setting forth the
adjusted Base Conversion Rate (and Incremental Share Factor) and the date on which each adjustment becomes effective and shall give such notice of such adjustment of the Base 

  
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Conversion Rate (and Incremental Share Factor) to each Holder in accordance with this Indenture. Failure to give such notice shall not affect the legality or validity of any such adjustment. 

(m)    For purposes of this Section 14.04, the number of shares of Common Stock at any time outstanding shall not
include shares of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include shares of Common Stock
issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. 
 Section 14.05.
Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Rate Fractions, the Daily Conversion Values, the Daily
Measurement Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change), the Board of Directors shall make
appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective
Date or expiration date of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Rate Fractions, the Daily Conversion Values, the Daily Measurement Values or the Daily Settlement
Amounts are to be calculated. The Company shall provide a schedule of its calculations to the Trustee and the Conversion Agent (if other than the Trustee), and each of the Trustee and the Conversion Agent shall be entitled to rely conclusively upon
the accuracy of the Company’s calculations without independent verification. 
 Section 14.06. Shares to
Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Notes from time to
time as such Notes are presented for conversion (assuming delivery of the maximum number of shares of Common Stock issuable under the Conversion Share Cap and that at the time of computation of such number of shares, all such Notes would be
converted by a single Holder and that Physical Settlement is applicable). 
 Section 14.07. Effect of
Recapitalizations, Reclassifications and Changes of the Common Stock. 

(a)    In the case of: 

(i)    any recapitalization, reclassification or change of the Common Stock (other than a change to par
value, or from par value to no par value, or changes resulting from a subdivision or combination), 

(ii)    any consolidation, merger or combination involving the Company, 

(iii)    any sale, lease or other transfer to a third party of the consolidated assets of the Company and
the Company’s Subsidiaries substantially as an entirety or 
 (iv)    any statutory share exchange,


  
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 in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other
securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, the Company or the Successor Company or acquiring company, as the case may be, will execute with the
Trustee a supplemental indenture, without the consent of the Holders, providing that at and after the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such
principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate
immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of
Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall
execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the
Merger Event (A) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 14.02 and (B) (I) any amount payable
in cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance
with Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Merger Event and (III) the Daily VWAP shall be calculated based
on the value of a unit of Reference Property. 
 If the Merger Event causes the Common Stock to be converted into, or exchanged for, the
right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted
average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration
actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common
Stock. If the holders of Common Stock receive only cash in such Merger Event, then for all conversions that occur after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes
shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of Common Stock in
such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and
the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. 
 Such
supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 14. If, in the
case of any Merger Event, 

  
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the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation,
as the case may be, in such Merger Event, and such other Person is an Affiliate of the Company or the successor or purchasing corporation, as the case may be, then such supplemental indenture shall also be executed by such other Person and shall
contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in
Article 15. 
 (b)    When the Company executes a supplemental indenture pursuant to subsection (a) of this
Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property
after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail or send notice thereof to all Holders. The Company shall cause notice of the execution of
such supplemental indenture to be mailed or sent to each Holder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or
validity of such supplemental indenture. 
 (c)    None of the foregoing provisions shall affect the right of a holder
of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Merger Event. 

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

Section 14.08. Certain Covenants. (a) The Company covenants that all shares of Common Stock issued upon
conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. 

(b)    The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes
hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and
interpretations of the Commission, secure such registration or approval, as the case may be. 
 (c)    The Company
further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or
automated quotation system, any Common Stock issuable upon conversion of the Notes. 
 Section 14.09. Responsibility
of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any
adjustment (including any increase) of the Conversion Rate, or with respect to the nature or 

  
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extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee
and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the
conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this
Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to
Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or to any
adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in
conclusively relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent
shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent
the notices referred to in Section 14.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the
Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b). 

Section 14.10. Notice to Holders Prior to Certain Actions. In case of any: 

(a)    action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant
to Section 14.04 or Section 14.11; 
 (b)    Merger Event; or 

(c)    voluntary or involuntary dissolution, liquidation or winding-up of the
Company; 
 then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall cause
to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be mailed or sent to each Holder at its address appearing on the Note Register, as promptly as possible but in any event at least 20 days prior to the
applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders
of Common Stock of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation or
winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of 

  
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record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or
winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event, dissolution, liquidation or winding-up. 
 Section 14.11. Stockholder Rights Plans. If the Company
has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common
Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the
rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan so that the Holders would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon
conversion of the Notes, the Base Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(d), subject to
readjustment in the event of the expiration, termination or redemption of such rights. 
 Section 14.12. Exchange
In Lieu Of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant
Conversion Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes
surrendered for conversion for exchange in lieu of conversion, the Designated Institution must agree to timely deliver, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s
election, that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes the election described above, the Company shall, by the close of business
on the second Business Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the relevant
deadline for delivery of the Conversion Consideration. Any Notes exchanged by the Designated Institution will remain outstanding, subject to applicable procedures of the Depositary. 

(b)    If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related
Conversion Consideration to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), deliver the Conversion Consideration in accordance
with the provisions of Section 14.02. 
 (c)    For the avoidance of doubt, in no event will the Company’s
designation of a Designated Institution pursuant to this Section 14.12 require the Designated Institution to accept any Notes for exchange. 

  
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ARTICLE 15 
 REPURCHASE OF NOTES
AT OPTION OF HOLDERS 
 Section 15.01. Intentionally
Omitted. 
 Section 15.02. Repurchase at Option of Holders Upon a
Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s
Notes, or any portion thereof that is equal to a minimum of $1,000 or a multiple of $1,000 in excess thereof, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than
20 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the
Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to
which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to
100% of the principal amount of Notes to be repurchased pursuant to this Article 15. 
 (b)    Repurchases of Notes
under this Section 15.02 shall be made, at the option of the Holder thereof, upon: 

(i)    delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental
Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering
interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and 

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

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

(iii)    in the case of Physical Notes, the certificate numbers of the Notes to be delivered for
repurchase; 
 (iv)    the portion of the principal amount of Notes to be repurchased, which must be a
minimum of $1,000 or a multiple of $1,000 in excess thereof; and 
 (v)    that the Notes are to be
repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture;  

  
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 provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice
must comply with appropriate Depositary procedures. 
 Notwithstanding anything herein to the contrary, any Holder delivering to the Paying
Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day
immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. 

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of
withdrawal thereof. 
 (c)    On or before the 20th calendar day after the occurrence of a Fundamental Change, the
Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of
the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in
accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: 

(i)    the events causing the Fundamental Change; 

(ii)    the effective date of the Fundamental Change; 

(iii)    the last date on which a Holder may exercise the repurchase right pursuant to this Article 15;

 (iv)    the Fundamental Change Repurchase Price; 

(v)    the Fundamental Change Repurchase Date; 

(vi)    the name and address of the Paying Agent and the Conversion Agent, if applicable; 

(vii)    if applicable, the Base Conversion Rate and any adjustments to the Base Conversion Rate; 

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

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

  
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 Simultaneously with providing such notice, the Company will publish the information on its website or through
such other public medium, as the Company may use at that time. 
 No failure of the Company to give the foregoing notices and no defect
therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. 

At the Company’s request, the Trustee shall give such notice in the Company’s name and at the Company’s expense;
provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company, and such request is made by the Company at least five Business Days (or such shorter period as may be agreed to
by the Trustee) prior to the date such notice is required to be sent to holders. 
 (d)    Notwithstanding the
foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such
date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any
Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions
for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been canceled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto
shall be deemed to have been withdrawn. 
 (e)     The Company shall not be required to make an offer to repurchase
Notes upon the occurrence of a Fundamental Change otherwise required under this Section 15.02 if a third party makes an offer to purchase Notes in a manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to such an offer by the Company and such third party purchases all Notes properly tendered and not validly withdrawn under such offer to purchase. 

Section 15.03. Withdrawal of Fundamental Change Repurchase Notice. (a) A
Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with this Section 15.03 at any time prior to the close of business on the
Business Day immediately preceding the Fundamental Change Repurchase Date, specifying: 
 (i)    the
principal amount of the Notes with respect to which such notice of withdrawal is being submitted, which must be a minimum denomination of $1,000 or a multiple thereof, 

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

  
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 (iii)    the principal amount, if any, of such Note that
remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of a minimum of $1,000 or a multiple of $1,000 in excess thereof; 

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

Section 15.04. Deposit of Fundamental Change Repurchase Price. (a) The Company will
deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on
the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying
Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of
(i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent
appointed by the Company) by the Holder thereof in the manner required by Section 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided,
however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company,
return to the Company any funds in excess of the Fundamental Change Repurchase Price. 
 (b)    If by 11:00 a.m. New
York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change
Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn in accordance with the provisions of this Indenture, (i) such Notes will cease to be outstanding,
(ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will
terminate (other than the right to receive the Fundamental Change Repurchase Price). 
 (c)    Upon surrender of a Note
that is to be repurchased in part pursuant to Section 15.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion
of the Note surrendered. 
 Section 15.05. Covenant to Comply with Applicable Laws
Upon Repurchase of Notes. In connection with any repurchase offer, the Company will, if required: 

(a)    comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable; 

  
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 (b)    file a Schedule TO or any other required schedule under the Exchange
Act; and 
 (c)    otherwise comply with all federal and state securities laws in connection with any offer by the
Company to repurchase the Notes; 
 in each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the
manner specified in this Article 15. 
 ARTICLE 16 

NO OPTIONAL REDEMPTION 

Section 16.01. No Optional Redemption. The Notes shall not be redeemable by the Company prior to the Maturity Date,
and no sinking fund is provided for the Notes. 
 ARTICLE 17 

MISCELLANEOUS PROVISIONS 

Section 17.01. Provisions Binding on Company’s Successors. All the covenants,
stipulations, promises and agreements of the Company contained in this Indenture shall bind its successors and assigns whether so expressed or not. 

Section 17.02. Official Acts by Successor Corporation. Any act or proceeding by any provision
of this Indenture authorized or required to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other
entity that shall at the time be the lawful sole successor of the Company. 
 Section 17.03. Addresses for
Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all
purposes if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box or delivered by a nationally recognized overnight courier addressed (until another address is filed by the Company with the
Trustee) to Microchip Technology Incorporated, 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199, attention: Chief Financial Officer, with a copy to General Counsel or electronically in PDF format at eric.bjornholt@microchip.com with a copy
sent via postal or overnight mail to the addressee at address immediately above. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or served
by being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format with a copy sent via postal or overnight mail to the Corporate Trust Office.

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

  
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 Any notice or communication mailed to a Holder shall be mailed to it by first class mail, postage
prepaid, at its address as it appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed; provided that notices given to Holders of Global Notes may be given electronically through the
facilities of the Depositary. 
 Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 

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

Section 17.04. Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal
action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United
States of America located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the
non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and
revenues. 
 The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of New York or the courts of the United States of America located in
the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum. 
 Section 17.05. Evidence of Compliance with Conditions
Precedent; Certificates and Opinions of Counsel to Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such action is permitted by the terms of this Indenture. 

Each Officer’s Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to
compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (a) a statement that the person signing such certificate is familiar with the requested action and this Indenture;
(b) a brief 

  
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statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such
person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the
judgment of such person, such action is permitted by this Indenture and that all conditions precedent thereto have been complied with. 

Notwithstanding anything to the contrary in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee
shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request (and refrain from acting until received), such Opinion of Counsel,
provided that no conditions precedent Opinion of Counsel shall be required in connection with the issuance of Notes on the date hereof. 

Section 17.06. Legal Holidays. In any case where any Interest Payment Date, Fundamental Change Repurchase Date or
Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as if taken on such date, and no interest shall accrue
in respect of the delay. 
 Section 17.07. No Security Interest Created. Nothing in this Indenture
or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction. 

Section 17.08. Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall
give to any Person, other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under
this Indenture. 
 Section 17.09. Table of Contents, Headings, Etc. The table of contents and
the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 17.10. Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act
on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section 2.04, Section 2.05,
Section 2.06, Section 2.07, Section 10.04 and Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed
on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve
as trustee hereunder pursuant to Section 7.08. 

  
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 Any corporation or other entity into which any authenticating agent may be merged or converted or
with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust
business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 17.10, without the execution or filing of any paper or
any further act on the part of the parties hereto or the authenticating agent or such successor corporation or other entity. 
 Any
authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such
authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee may appoint a successor
authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall mail or send notice of such appointment to all Holders as the names and addresses of such Holders appear on the Note Register.

 The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services although the Company may
terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. 
 The provisions of Section 7.02,
Section 7.03, Section 7.04, Section 8.03 and this Section 17.10 shall be applicable to any authenticating agent. 
 If
an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

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

			
	By:	 	  

	Authorized Signatory

 Section 17.11. Execution in Counterparts. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their
original signatures for all purposes. 

  
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 Section 17.12. Severability. In the event any provision of this Indenture or
in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. 

Section 17.13. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 17.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

Section 17.15. Calculations. The Company shall be responsible for making all calculations called for under the Notes. These
calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes (including, for the
avoidance of doubt, Additional Interest), the Conversion Rate of the Notes and whether the Notes are convertible pursuant to this Indenture. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s
calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee, the Paying Agent and the Conversion Agent, and each of the Trustee, the Paying Agent and Conversion Agent
is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon the request of that Holder at the sole cost
and expense of the Company. 
 Section 17.16. U.S.A. Patriot Act. The parties hereto acknowledge that in
accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, the Paying Agent, Note Registrar, Custodian and Conversion Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are
required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee, Paying
Agent, Note Registrar, Custodian and Conversion Agent with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 

Section 17.17. Tax Reporting; Applicable Tax Law. In connection with any proposed exchange of a
Physical Note for a Global Note, the Company or the Depositary shall use commercially reasonable efforts to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting
obligations, including 

  
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without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code. The Trustee may rely on information provided to it and shall have no responsibility
to verify or ensure the accuracy of such information. 
 In order to comply with applicable tax laws, rules and regulations (inclusive of
directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, the Company, Trustee, Paying Agent or Holder is
or has agreed to be subject to related to this Indenture, the Company agrees (i) to use commercially reasonably efforts to provide to the Trustee sufficient information about Holders or other applicable parties and/or transactions related to
this Indenture (including any modification to the terms of such transactions) so that the Trustee can determined whether it has tax-related obligations under Applicable Tax Law and (ii) that the Trustee
shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not have any liability. The terms of this Section 17.17 shall
survive the termination of this Indenture. 
 [Remainder of page intentionally left blank] 

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

			
	MICROCHIP TECHNOLOGY INCORPORATED
		
	By:	 	 /s/ J. Eric Bjornholt

	Name:	 	J. Eric Bjornholt
	Title:	 	Vice President and Chief Financial Officer
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

		
	By:	 	 /s/ Maddy Hughes

	Name:	 	Maddy Hughes
	Title:	 	Vice President



  
 [Signature Page –
2027 Notes Indenture] 








 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE] 
 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 
 [INCLUDE FOLLOWING LEGEND IF A
RESTRICTED SECURITY] 
 [THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE 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 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, AND 

(2) AGREES FOR THE BENEFIT OF MICROCHIP TECHNOLOGY INCORPORATED (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE
OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT
OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: 
 (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR 
 (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR 

  
 A-1 








 (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, OR 
 (D) 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 CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS
BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] 

[INCLUDE FOLLOWING LEGEND IN ALL SECURITIES] 

[THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INDENTURE DATED AS OF EVEN DATE
HEREWITH, BY AND BETWEEN MICROCHIP TECHNOLOGY INCORPORATED, AS ISSUER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, AND EACH HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE INDENTURE, INCLUDING
WITHOUT LIMITATION, THE SUBORDINATION TERMS THEREIN.] 

  
 A-2 








 Microchip Technology Incorporated 

1.625% Convertible Senior Subordinated Note due 2027 
  

			
	 No. RA-[●]
	  	[Initially] $[●]                            

 CUSIP No. 

Microchip Technology Incorporated, a corporation duly organized and validly existing under the laws of the State of Delaware (the
“Company,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to CEDE & CO., or registered assigns, the principal
sum as set forth in the “Schedule of Exchanges of Notes” attached hereto, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $1,800,000,000 in
aggregate at any time (or $2,070,000,000 if the Initial Purchasers exercise their option to purchase additional Notes in full as set forth in the Purchase Agreement), in accordance with the rules and procedures of the Depositary, on
February 15, 2027, and interest thereon as set forth below. 
 This Note shall bear interest at the rate of 1.625 % per year from
February 15, 2017, or from the most recent date to which interest has been paid or provided for to, but excluding, the next scheduled Interest Payment Date until February 15, 2027. Accrued interest on this Note shall be computed on the
basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a
30-day month. Interest is payable semi-annually in arrears on each February 15 and August 15, commencing on August 15, 2017, to Holders of record at the close of business on the preceding
February 1 and August 1 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any
reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or
Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made. 

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes from, and including, the relevant payment date to, but
excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with Section 2.03(c) of the Indenture. 

The Company shall pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds
in lawful money of the United States of America at the time to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the
principal of any Notes at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its agency in the United States of
America, as a place where Notes may be presented for payment or for registration of transfer and exchange. 

  
 A-3 








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

This Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed
by the laws of the State of New York. 
 In the case of any conflict between this Note and the Indenture, the provisions of the
Indenture shall control and govern. 
 This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture. 

The Company will provide a copy of the Indenture to any Holder upon request. 

[Remainder of page intentionally left blank] 

  
 A-4 








 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	MICROCHIP TECHNOLOGY INCORPORATED.
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated: 
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 

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

			
	 By:
	 	  

		 	 Authorized Signatory









 [FORM OF REVERSE OF NOTE] 

Microchip Technology Incorporated. 

1.625 % Convertible Senior Subordinated Note due 2027 

This Note is one of a duly authorized issue of Notes of the Company, designated as its 1.625 % Convertible Senior Subordinated Notes due
2027 (the “Notes”), initially limited to the aggregate principal amount of $1,800,000,000 (as increased by an amount equal to the aggregate principal amount of any additional Notes purchased by the Initial Purchasers pursuant to the
exercise of their option to purchase additional Notes as set forth in the Purchase Agreement) all issued or to be issued under and pursuant to an Indenture dated as of February 15, 2017 (the “Indenture”), between the Company
and Wells Fargo Bank, National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note
and not defined in this Note shall have the respective meanings set forth in the Indenture. 
 In case certain Events of Default shall have
occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture. 
 Subject to the
terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the case may
be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States of America that at the time of payment is legal tender for payment of public
and private debts. 
 The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent
of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. 

No reference herein to the Indenture and no provision of this Note or of the Indenture (but subject to Article 13 of the Indenture) shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and the
consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money herein prescribed. 

  
 R-1 








 The Notes are issuable in registered form without coupons in minimum denominations of $1,000
principal amount and multiples of $1,000 in excess thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in
connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange. 

The Notes are not subject to redemption through the operation of any sinking fund or otherwise. 

To the extent provided in the Indenture, this Note and all Notes are subordinated to Senior Debt. To the extent provided in the Indenture,
Senior Debt must be paid in full before the Notes may be paid. The Company agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the
Trustee as attorney-in-fact for such purpose. 
 Upon the
occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in minimum principal amounts of $1,000 or multiples of
$1,000 in excess thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price. 
 Subject
to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day
immediately preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or a multiple of $1,000 in excess thereof, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the
Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture. 
 Terms used in this Note and
defined in the Indenture are used herein as therein defined. 

  
 R-2 








 ABBREVIATIONS 

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

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act 
 CUST =
Custodian 
 TEN ENT = as tenants by the entireties 
 JT TEN =
joint tenants with right of survivorship and not as tenants in common 
 Additional abbreviations may also be used though not in the above
list. 

  
 R-3 








 SCHEDULE A 

SCHEDULE OF EXCHANGES OF NOTES 

Microchip Technology Incorporated 

1.625 % Convertible Senior Subordinated Notes due 2027 

The initial principal amount of this Global Note is [●] DOLLARS ($[●]). The following increases or decreases in this Global Note
have been made: 
  

									
	 Date of exchange
	 	 Amount of

decrease in
 principal amount

of this Global Note
	 	 Amount of

increase in
 principal amount

of this Global Note
	 	 Principal amount

of this Global Note
 following
such
 decrease or

increase
	 	 Signature of

authorized
 signatory of

Trustee or
 Custodian

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  









 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 
  

	To:	Microchip Technology Incorporated 

  

	To:	Wells Fargo Bank Corporate Trust – DAPS Reorg 

 600 Fourth Street South, 7th Floor 
 MAC N9300-070 

Minneapolis, MN 55479 
 Phone: 1-800-344-5128 
 Fax: 1-866-969-1290 
 Email:
dapsreorg@wellsfargo.com 
 The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion
hereof (that is $1,000 principal amount or a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this
Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned
will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note.

 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture. 

 

					
	Dated:                                     
                                         
              	  		 	  

			
		  		 	  

		  		 	Signature(s)
			
	  
	  		 	
	Signature Guarantee	  		 	
			
	Signature(s) must be guaranteed by an eligible Guarantor Institution	  		 	
	(banks, stock brokers, savings and loan associations and credit unions)	  		 	


  
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	 with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.
  

Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:
	 		 	
			
	  
	 		 	
	(Name)	 		 	
			
	  
	 		 	
	(Street Address)	 		 	
			
	  
	 		 	
	(City, State and Zip Code)	 		 	
	Please print name and address	 		 	
			
		 		 	Principal amount to be converted (if less than all): $        ,000
			
		 		 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
			
		 		 	  

		 		 	Social Security or Other Taxpayer
		 		 	Identification Number

 Please use the following wire instructions to wire cash amounts including any cash in lieu of fractional shares. 

 

			
	WIRE INSTRUCTIONS
		
	Bank Name:	 	  



			
	ABA No.:	 	  



			
	Account No.:	 	  



			
	Account Name:	 	  



			
	F/F/C:	 	  



  
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 Please use the following DTC delivery instructions to deliver common stock, if any. 

 

			
	DELIVERY INSTRUCTIONS


			
		
	DTC Participant Code:	 	  



			
	Agent Bank ID:	 	  



			
	Account No.:	 	  



			
	Account Name:	 	  



 

									
	Dated:	 	  
	 		 	  
	 	
					
		 		 		 	  
	 	
		 		 		 	Signature(s)	 	

  

	
	  

	Signature Guarantee

  

	
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities
and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.


 

	
	DTC Participant Contact Name:                               
                                      
	
	DTC Participant Phone Number:                               
                                     
	
	DTC Participant Email:                                 
                                         
         


  
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 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 
  

	To:	Microchip Technology Incorporated 

  

	To:	Wells Fargo Bank Corporate Trust – DAPS Reorg 

 600 Fourth Street South, 7th Floor 
 MAC N9300-070 

Minneapolis, MN 55479 
 Phone: 1-800-344-5128 
 Fax: 1-866-969-1290 
 Email:
dapsreorg@wellsfargo.com 
 The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Microchip Technology
Incorporated (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder
hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated, and
(2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such
Fundamental Change Repurchase Date. 
 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the
Indenture. 
 In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: 

 

					
	Dated:
                                         
                   	 		 	  

			
		 		 	  

		 		 	Signature(s)
			
		 		 	  

		 		 	Social Security or Other Taxpayer
		 		 	Identification Number
			
		 		 	Principal amount to be repurchased (if less than all): $        ,000
			
		 		 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


  
 1 








 ATTACHMENT 3 

[FORM OF ASSIGNMENT AND TRANSFER] 
 Wells Fargo
Bank Corporate Trust – DAPS Reorg 
 600 Fourth Street South, 7th Floor 

MAC N9300-070 

Minneapolis, MN 55479 
 Phone: 1-800-344-5128 
 Fax: 1-866-969-1290 
 Email: dapsreorg@wellsfargo.com 

For value received
                     hereby sell(s), assign(s) and transfer(s) unto
                     (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably
constitutes and appoints                      attorney to transfer the said Note on the books of the Company, with full power of substitution
in the premises. 
 In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the
Indenture governing such Note, the undersigned confirms that such Note is being transferred: 
 ☐    To Microchip Technology
Incorporated (the “Company”) or a subsidiary thereof; or 
 ☐    Pursuant to a registration statement that has
become or been declared effective under the Securities Act of 1933, as amended; or 
 ☐    Pursuant to and in compliance with Rule
144A under the Securities Act of 1933, as amended; or 
 ☐    Pursuant to and in compliance with Rule 144 under the Securities Act
of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of 1933, as amended. 

  
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	Dated:	 	                                     
           
	
	  

	
	  

	Signature(s)
	
	  

	Signature Guarantee
	
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant
to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.

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

  
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