EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 

Blackstone Mortgage Trust, Inc. 

as Issuer 
 The Bank of
New York Mellon Trust Company, N.A. 
 as Trustee 

Third Supplemental Indenture 

Dated as of March 27, 2018 

to the Senior Debt Indenture 

Dated as of November 25, 2013 

4.75% Convertible Senior Notes due 2023 







 TABLE OF CONTENTS 

 

							
	 	    	 	  	Page	 
	 ARTICLE 1
	    	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	 
			
	 Section 1.01
	    	 Scope of Supplemental Indenture
	  	 	1	 
	 Section 1.02
	    	 Definitions
	  	 	1	 
	 Section 1.03
	    	 References to Interest
	  	 	7	 
			
	 ARTICLE 2
	    	 THE SECURITIES
	  	 	7	 
			
	 Section 2.01
	    	 Title and Terms; Payments
	  	 	7	 
	 Section 2.02
	    	 Forms
	  	 	8	 
	 Section 2.03
	    	 Transfer and Exchange
	  	 	9	 
	 Section 2.04
	    	 Payments on the Securities
	  	 	11	 
			
	 ARTICLE 3
	    	 REDEMPTIONS AND PURCHASES
	  	 	11	 
			
	 Section 3.01
	    	 Amendments to the Base Indenture
	  	 	11	 
	 Section 3.02
	    	 Purchase at Option of Holders upon a Fundamental Change
	  	 	11	 
	 Section 3.03
	    	 Effect of Fundamental Change Purchase Notice
	  	 	13	 
	 Section 3.04
	    	 Withdrawal of Fundamental Change Purchase Notice
	  	 	13	 
	 Section 3.05
	    	 Deposit of Fundamental Change Purchase Price
	  	 	13	 
	 Section 3.06
	    	 Securities Purchased in Whole or in Part
	  	 	14	 
	 Section 3.07
	    	 Covenant To Comply with Applicable Laws upon Purchase of Securities
	  	 	14	 
	 Section 3.08
	    	 Repayment to the Company
	  	 	14	 
			
	 ARTICLE 4
	    	 CONVERSION
	  	 	14	 
			
	 Section 4.01
	    	 Right To Convert
	  	 	14	 
	 Section 4.02
	    	 Conversion Procedures
	  	 	16	 
	 Section 4.03
	    	 Settlement Upon Conversion
	  	 	17	 
	 Section 4.04
	    	 Adjustment of Conversion Rate
	  	 	19	 
	 Section 4.05
	    	 Other Adjustments
	  	 	25	 
	 Section 4.06
	    	 Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change
	  	 	26	 
	 Section 4.07
	    	 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale
	  	 	27	 
	 Section 4.08
	    	 Stock Issued Upon Conversion
	  	 	28	 
	 Section 4.09
	    	 Responsibility of Trustee
	  	 	28	 
	 Section 4.10
	    	 Notice to Holders
	  	 	28	 
	 Section 4.11
	    	 Limit on Issuance of Shares of Common Stock Upon Conversion
	  	 	29	 
			
	 ARTICLE 5
	    	 PARTICULAR COVENANTS OF THE COMPANY
	  	 	29	 
			
	 Section 5.01
	    	 Payment of Principal, Interest and Fundamental Change Purchase Price
	  	 	29	 
	 Section 5.02
	    	 Maintenance of Office or Agency
	  	 	30	 
	 Section 5.03
	    	 Appointments to Fill Vacancies in Trustee’s Office
	  	 	30	 
	 Section 5.04
	    	 Provisions as to Paying Agent
	  	 	30	 
	 Section 5.05
	    	 Reports
	  	 	31	 
	 Section 5.06
	    	 Statements as to Defaults
	  	 	31	 
	 Section 5.07
	    	 Supplementary Interest Notice
	  	 	31	 
	 Section 5.08
	    	 Covenant to Take Certain Actions
	  	 	31	 









							
			
	 ARTICLE 6
	    	 REMEDIES
	  	 	32	 
			
	 Section 6.01
	    	 Amendments to the Base Indenture
	  	 	32	 
	 Section 6.02
	    	 Events of Default
	  	 	32	 
	 Section 6.03
	    	 Acceleration; Rescission and Annulment
	  	 	32	 
	 Section 6.04
	    	 Supplementary Interest
	  	 	33	 
	 Section 6.05
	    	 Waiver of Past Defaults
	  	 	33	 
	 Section 6.06
	    	 Control by Majority
	  	 	33	 
	 Section 6.07
	    	 Limitation on Suits
	  	 	33	 
	 Section 6.08
	    	 Rights of Holders to Receive Payment and to Convert
	  	 	34	 
	 Section 6.09
	    	 Collection of Indebtedness; Suit for Enforcement by Trustee
	  	 	34	 
	 Section 6.10
	    	 Trustee May Enforce Claims Without Possession of Securities
	  	 	34	 
	 Section 6.11
	    	 Trustee May File Proofs of Claim
	  	 	34	 
	 Section 6.12
	    	 Restoration of Rights and Remedies
	  	 	34	 
	 Section 6.13
	    	 Rights and Remedies Cumulative
	  	 	35	 
	 Section 6.14
	    	 Delay or Omission Not a Waiver
	  	 	35	 
	 Section 6.15
	    	 Priorities
	  	 	35	 
	 Section 6.16
	    	 Undertaking for Costs
	  	 	35	 
	 Section 6.17
	    	 Waiver of Stay, Extension and Usury Laws
	  	 	35	 
	 Section 6.18
	    	 Notices from the Trustee
	  	 	35	 
			
	 ARTICLE 7
	    	 SATISFACTION AND DISCHARGE
	  	 	36	 
			
	 Section 7.01
	    	 Inapplicability of Provisions of Base Indenture; Satisfaction and Discharge of the
Indenture
	  	 	36	 
	 Section 7.02
	    	 Deposited Monies to Be Held in Trust by Trustee
	  	 	36	 
	 Section 7.03
	    	 Paying Agent to Repay Monies Held
	  	 	36	 
	 Section 7.04
	    	 Return of Unclaimed Monies
	  	 	36	 
	 Section 7.05
	    	 Reinstatement
	  	 	36	 
			
	 ARTICLE 8
	    	 SUPPLEMENTAL INDENTURES
	  	 	37	 
			
	 Section 8.01
	    	 Supplemental Indentures Without Consent of Holders
	  	 	37	 
	 Section 8.02
	    	 Supplemental Indentures With Consent of Holders
	  	 	37	 
	 Section 8.03
	    	 Notice of Amendment or Supplement
	  	 	38	 
			
	 ARTICLE 9
	    	 MISCELLANEOUS
	  	 	38	 
			
	 Section 9.01
	    	 Effect on Successors and Assigns
	  	 	38	 
	 Section 9.02
	    	 Governing Law
	  	 	38	 
	 Section 9.03
	    	 No Security Interest Created
	  	 	38	 
	 Section 9.04
	    	 Trust Indenture Act
	  	 	38	 
	 Section 9.05
	    	 Benefits of Supplemental Indenture
	  	 	39	 
	 Section 9.06
	    	 Calculations
	  	 	39	 
	 Section 9.07
	    	 Execution in Counterparts
	  	 	39	 
	 Section 9.08
	    	 Notices
	  	 	39	 
	 Section 9.09
	    	 Ratification of Base Indenture
	  	 	39	 
	 Section 9.10
	    	 The Trustee
	  	 	39	 
	 Section 9.11
	    	 No Recourse Against Others
	  	 	39	 

 SCHEDULE 
 Schedule A Additional
Shares 
 EXHIBIT 
 Exhibit A Form of Security 

 







 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
March 27, 2018, between Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as trustee under the Senior Debt Indenture
dated as of November 25, 2013, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”). 

RECITALS OF THE COMPANY 

WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to
time, of the Company’s unsecured senior debt Securities, in an unlimited aggregate principal amount, in one or more series to be established by the Company under, and authenticated and delivered as provided in, the Base Indenture; 

WHEREAS, Section 9.01(h) of the Base Indenture provides for the Company and the Trustee to enter into supplemental indentures to the Base
Indenture to establish the form and terms of Securities of any series as contemplated by Section 2.01 of the Base Indenture; 

WHEREAS, the Board of Directors has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture; 

WHEREAS, pursuant to the terms of the Base Indenture, the Company has authorized the creation and issuance under this Supplemental Indenture
of its 4.75% Convertible Senior Notes due 2023 (the “Securities”), the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental
Indenture; and 
 WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture, and that all
requirements necessary to make (i) this Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Securities, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of
the Company have been performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects. 

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Securities by the
Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders, as follows: 

ARTICLE 1 
 DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION 
 Section 1.01 Scope of Supplemental Indenture. The changes, modifications
and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and shall govern only the terms of (and only the rights of the Holders and the obligations of the Company with respect to), the
Securities, which may be issued from time to time, and shall not apply to any other securities that may be issued under the Base Indenture (or govern the rights of the Holders or the obligations of the Company with respect to any such other
securities) unless a supplemental indenture with respect to such other securities specifically incorporates such changes, modifications and supplements. The provisions of this Supplemental Indenture shall, with respect to the Securities,
supersede any corresponding provisions in the Base Indenture. Subject to the preceding sentence, and except as otherwise provided herein, the provisions of the Base Indenture shall apply to the Securities and govern the rights of the Holders of
the Securities and the obligations of the Company and the Trustee with respect thereto. 
 Section 1.02 Definitions. For
all purposes of the Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (i) the
terms defined in this Article 1 shall have the meanings assigned to them in this Article 1 and include the plural as well as the singular; and 

(ii) all words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meanings
as in the Base Indenture. 
 “Additional Shares” has the meaning specified in Section 4.06(a) hereof. 

  
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 “Agent Members” has the meaning specified in Section 2.02(c) hereof. 

“Applicable Procedures” means, with respect to any matter at any time, the policies and procedures of the Depositary, if any,
that are applicable to such matter at such time. 
 “Base Indenture” has the meaning specified in the first paragraph of
this Supplemental Indenture, as such instrument may be supplemented from time to time by one or more indentures supplemental thereto, including this Supplemental Indenture, entered into pursuant to the applicable provisions of the Base Indenture,
including, for all purposes of the Base Indenture, this Supplemental Indenture and any such other supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern the Base Indenture, this Supplemental
Indenture and any other such supplemental indenture, respectively. 
 “Bid Solicitation Agent” means the Company or such
other Person as may be appointed, from time to time, by the Company to solicit bids for the Trading Price of the Securities in accordance with Section 4.01(b)(2) hereof. Initially, the “Bid Solicitation Agent” means the Company. 

“Business Day” means, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, 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. 

“Capital Stock” means, for any Person, any and all shares, interests, rights to purchase, warrants, options, participations
or other equivalents of or interests in (however designated) the equity of such Person, but excluding any debt securities convertible into or exchangeable for such equity. 

“Cash Settlement” has the meaning specified in Section 4.03(a)(4) hereof. 

“Clause A Distribution” has the meaning specified in Section 4.04(c) hereof. 

“Clause B Distribution” has the meaning specified in Section 4.04(c) hereof. 

“Clause C Distribution” has the meaning specified in Section 4.04(c) hereof. 

“Close of Business” means 5:00 p.m., New York City time. 

“Combination Settlement” has the meaning specified in Section 4.03(a)(4) hereof. 

“Common Equity” of any Person means the 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, subject to Section 4.07, the shares of class A common stock, par value $0.01 per share, of
the Company authorized at the date of this instrument as originally executed or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof. 

“Company” has the meaning specified in the first paragraph of this Supplemental Indenture, and subject to the provisions of
Section 10.02 of the Base Indenture, shall include its successors and assigns. 
 “Conversion Agent” means the office
or agency designated by the Company where Securities may be presented for conversion. 
 “Conversion Date” has the meaning
specified in Section 4.02(b) hereof. 
 “Conversion Notice” has the meaning specified in Section 4.02(b) hereof.

 “Conversion Price” means, in respect of each Security, as of any date, $1,000 divided by the Conversion Rate in
effect on such date. 

  
 2 








 “Conversion Rate” means initially 27.6052 shares of Common Stock per $1,000
principal amount of Securities, subject to adjustment as set forth herein. 
 “Custodian” means the Trustee, as custodian
with respect to the Securities (so long as the Securities constitute Global Securities), or any successor entity. 
 “Daily
Conversion Value” means, with respect to any Security as to which Cash Settlement or Combination Settlement is applicable, for each of the 25 consecutive VWAP Trading Days during the Observation Period,
one-twenty-fifth (1/25th) of the product of (i) the Conversion Rate in effect on such VWAP Trading Day and (ii) the Daily VWAP on such VWAP Trading Day. 

“Daily Measurement Value” has the meaning specified in Section 4.03(a)(6)(A) hereof. 

“Daily Settlement Amount” has the meaning specified in Section 4.03(a)(6) hereof. 

“Daily VWAP” means, with respect to any Security as to which Cash Settlement or Combination Settlement is applicable, for any
Trading Day, the per-share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “BXMT <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, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” will 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 with the passage of time or the giving of notice or both would be, an Event of Default.

 “DTA” has the meaning specified in Section 4.04(d) hereof. 

“Effective Date” has the meaning specified in Section 4.06(c) hereof. 

“Event of Default” has the meaning, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture,
specified in Section 6.02 hereof. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Ex-Dividend Date” means the first date on which shares of the Common Stock trade on
the Relevant Exchange, regular way, without the right to receive the issuance, dividend or distribution in question from the Company or, if applicable, from the seller of the Common Stock on the Relevant Exchange (in the form of due bills or
otherwise) as determined by the Relevant Exchange. 
 “Final Conversion Period” means the period beginning on, and
including, the 35th Scheduled Trading Day immediately preceding the Maturity Date, and ending at the Close of Business on the second Scheduled Trading Day immediately prior to the Maturity Date. 

“Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to
the Form of Security attached hereto as Exhibit A. 
 “Form of Fundamental Change Purchase Notice” means the
“Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Security attached hereto as Exhibit A. 

“Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form
of Security attached hereto as Exhibit A. 

  
 3 








 “Fundamental Change” shall be deemed to have occurred at the time after the
Securities are originally issued if any of the following occurs: 
 (1) the consummation of any transaction (including, without limitation,
any merger or consolidation other than those excluded under clause (2) below) the result of which is that any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) becomes the direct or indirect
ultimate “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;

 (2) the consummation of (x) any consolidation or merger between the Company and another Person or (y) any sale or other
disposition in one transaction or a series of related transactions of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any of the Company’s Subsidiaries), in each case
pursuant to which the Common Stock shall be converted into cash, securities or other property, other than a transaction (i) that results in the holders of all classes of the Company’s Common Equity immediately prior to such transaction
owning, directly or indirectly, as a result of such transaction, more than 50% of the surviving corporation or transferee or the parent thereof immediately after such event, or (ii) effected solely to change the Company’s jurisdiction of
incorporation or to form a holding company for the Company and that results in a share exchange or reclassification or similar exchange of the outstanding Common Stock solely into common shares of the surviving entity; 

(3) the Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company; or 

(4) the Common Stock ceases to be listed on The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of
their respective successors); 
 provided, however, that in the case of a transaction or event described in clause (1) or (2) above, if
at least 90% of the consideration received or to be received by holders of the Common Stock (excluding cash payments for fractional shares) in the transaction or transactions that would otherwise constitute a “Fundamental Change” consists
of shares of common stock or common equity interests that are traded on The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or that will be so traded when issued or
exchanged in connection with the transaction that would otherwise constitute a “Fundamental Change” under clause (1) or (2) above (“Publicly Traded Securities”), and as a result of such transaction or transactions,
such Publicly Traded Securities, excluding cash payments for fractional shares, become Reference Property for the Securities, such event shall not be a “Fundamental Change.” 

“Fundamental Change Company Notice” has the meaning specified in Section 3.02(b) hereof. 

“Fundamental Change Expiration Time” has the meaning specified in Section 3.02(a) hereof. 

“Fundamental Change Purchase Date” has the meaning specified in Section 3.02(a) hereof. 

“Fundamental Change Purchase Notice” has the meaning specified in Section 3.02(a) hereof. 

“Fundamental Change Purchase Price” has the meaning specified in Section 3.02(a) hereof. 

“Global Security” means a Security which is executed by the Company and authenticated and delivered to the Depositary or its
nominee, all in accordance with the Indenture and pursuant to a Company Order, which shall be registered in the name of the Depositary or its nominee and which shall represent the amount of uncertificated Securities as specified therein. 

“Holder” means, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, the Person in whose name
a Security is registered in the Security Register. 
 “Indenture” means, notwithstanding anything to the contrary in
Section 1.01 of the Base Indenture, the Base Indenture, as originally executed and as supplemented by this Supplemental Indenture, each as may be amended or supplemented from time to time. 

“Interest Payment Date” means, with respect to the payment of interest on the Securities and notwithstanding anything to the
contrary in Section 1.01 of the Base Indenture, each March 15 and September 15 of each year, beginning on September 15, 2018. 

“Issue Date” means, with respect to the Securities, March 27, 2018. 

  
 4 








 “Last Reported Sale Price” of the Common Stock for any Trading Day means the
closing sale price per share (or, if no closing sale price is reported, the average of the last bid and last ask prices or, if more than one in either case, the average of the average last bid and the average last ask prices) on that Trading Day as
reported in composite transactions for the Relevant Exchange. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant Trading Day, the “Last Reported Sale Price” will 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” will be the average of the mid-point of the last bid and last ask prices for the Common Stock on the relevant Trading Day from each of at
least three nationally recognized independent investment banking firms selected by the Company for this purpose. Any such determination will be conclusive absent manifest error. 

“Make-Whole Fundamental Change” means any event that (i) is a Fundamental Change pursuant to clause (1), (2) or
(4) under such definition and determined after giving effect to any exceptions or exclusions to such definition or (ii) would be a Fundamental Change, but for the exclusion in subclause (i) of clause (2) of the definition
thereof. 
 “Market Disruption Event” means (1) a failure by the Relevant Exchange to open for trading during its
regular trading session or (2) the occurrence or existence, prior to 1:00 p.m., New York City time, on any Trading Day for the Common Stock, of an aggregate one half-hour period of any suspension or limitation imposed on trading (by reason of
movements in price exceeding limits permitted by the Relevant Exchange or otherwise) in the Common Stock or in any options or future contracts relating to the Common Stock. 

“Maturity Date” means, with respect to any Security and the payment of the principal amount thereof, March 15, 2023.

 “Measurement Period” has the meaning specified in Section 4.01(b)(2) hereof. 

“Merger Event” has the meaning specified in Section 4.07(a) hereof. 

“Notice of Default” has the meaning specified in Section 6.02(f) hereof. 

“Observation Period” means, with respect to any Security as to which Cash Settlement or Combination Settlement is applicable,
the 25 consecutive VWAP Trading Day period beginning on, and including, the third Trading Day immediately following the related Conversion Date; except that “Observation Period” means, with respect to any Conversion Date occurring during
the Final Conversion Period, the 25 consecutive VWAP Trading Day period beginning on, and including, the 27th scheduled VWAP Trading Day immediately preceding the Maturity Date. 

“Offer Expiration Date” has the meaning specified in Section 4.04(e) hereof. 

“Open of Business” means 9:00 a.m., New York City time. 

“Outstanding” means, with respect to the Securities, notwithstanding anything to the contrary in Section 1.01 of the
Base Indenture, any Securities authenticated by the Trustee except (i) Securities cancelled by it, (ii) Securities delivered to it for cancellation and (iii)(A) Securities replaced pursuant to Section 2.07 of the Base Indenture, on
and after the time such Security is replaced (unless the Trustee and the Company receive proof satisfactory to them that such Security is held by a bona fide purchaser), (B) Securities converted pursuant to Article 4 hereof, on and after their
Conversion Date, (C) any and all Securities, as of the Maturity Date, if the Paying Agent holds, in accordance with the Indenture, money sufficient to pay all of the Securities then payable, and (D) any and all Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor, except that in determining whether the Trustee shall be protected in relying upon any request, demand, authorization, direction, notice
consent or waiver or other action that is to be made by a requisite principal amount of Outstanding Securities, only such Securities which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. 

“Paying Agent” has the meaning set forth in the Base Indenture and shall be the Person authorized by the Company to pay the
principal amount of, interest on, or Fundamental Change Purchase Price of, any Securities on behalf of the Company. 
 “Physical
Securities” means any non-Global Security issued pursuant to Section 2.03 hereof that is in definitive, fully-registered form, without interest coupons. 

“Physical Settlement” has the meaning specified in Section 4.03(a)(4) hereof. 

  
 5 








 “Prospectus” means the Prospectus of the Company dated July 26, 2013. 

“Prospectus Supplement” means the Prospectus Supplement of the Company, dated March 22, 2018, to the Prospectus,
relating to the offering and sale of the Securities. 
 “Publicly Traded Securities” has the meaning specified in this
Section 1.02. 
 “Regular Record Date” means, with respect to any Interest Payment Date, the March 1 (whether or
not a Business Day) or the September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date (whether or not such date is a Business Day). 

“Reference Property” has the meaning specified in Section 4.07(a) hereof. 

“Relevant Exchange” means The New York Stock Exchange, or, if the Common Stock (or other security for which a Last Reported
Sale Price must be determined) is not then listed on The New York Stock Exchange, 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. 

“Reporting Event of Default” has the meaning specified in Section 6.04(a) hereof. 

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the Relevant Exchange. If the Common Stock is
not listed on any U.S. national or regional securities exchange, “Scheduled Trading Day” means a “Business Day.” 

“Security” or “Securities” has the meaning specified in the fourth paragraph of the Recitals of this
Supplemental Indenture, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture. 
 “Settlement
Amount” has the meaning specified in Section 4.03(a) hereof. 
 “Settlement Method” has the meaning specified
in Section 4.03(a)(2) hereof. 
 “Settlement Notice” has the meaning specified in Section 4.03(a)(4) hereof. 

“Significant Subsidiary” means, with respect to any Person, a Subsidiary of such Person that would constitute a
“significant subsidiary” as such term is defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect on the
original date of issuance of the Securities. 
 “Specified Dollar Amount” has the meaning specified in
Section 4.03(a)(6)(A) hereof. 
 “Spin-Off” has the meaning specified in
Section 4.04(c) hereof. 
 “Stock Price” has the meaning specified in Section 4.06(c) hereof. 

“Supplemental Indenture” has the meaning specified in the first paragraph hereof, as such instrument may be supplemented from
time to time by one or more indentures supplemental thereto, entered into pursuant to the applicable provisions of the Base Indenture and the Supplemental Indenture, including, for all purposes of this Supplemental Indenture and any such other
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern the Base Indenture, this Supplemental Indenture and any other such supplemental indenture, respectively. 

“Supplementary Interest” has the meaning specified in Section 6.04(a) hereof. 

“Trading Day” means a Scheduled Trading Day on which (i) trading in the Common Stock (or other security for which a Last
Reported Sale Price must be determined) generally occurs on the Relevant Exchange and (ii) a Last Reported Sale Price for the Common Stock (or such other security) is available on the Relevant Exchange. If the Common Stock (or such other
security) is not so listed or traded, “Trading Day” means a “Business Day.” 

  
 6 








 “Trading Price” of the Securities on any date of determination means the average
of the secondary market bid quotations obtained by the Bid Solicitation Agent for $2.0 million principal amount of the Securities at approximately 3:30 p.m., New York City time, on such date of determination from three independent nationally
recognized securities dealers selected by the Company; 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 $2.0 million principal amount of the Securities from a
nationally recognized securities dealer, then the Trading Price per $1,000 principal amount of Securities will be deemed to be less than 98% of the product of (i) the Last Reported Sale Price of the Common Stock on such date of determination
and (ii) the Conversion Rate in effect on such determination date. Any such determination will be conclusive absent manifest error. If the Company does not so instruct the Bid Solicitation Agent (if other than the Company) to obtain
bids when required, or the Bid Solicitation Agent fails to solicit bids when required, the Trading Price per $1,000 principal amount of the Securities will be deemed to be less than 98% of the product of (i) Last Reported Sale Price of the
Common Stock on such determination date and (ii) the Conversion Rate in effect on such determination date for each Trading Day on which the Company or the Bid Solicitation Agent fails to do so. 

“Trigger Event” has the meaning specified in Section 4.04(c) hereof. 

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

“Underwriters” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several
underwriters relating to the initial public offering of Securities. 
 “Unit of Reference Property” has the meaning
specified in Section 4.07(a) hereof. 
 “U.S.” or “United States” means the United States of America.

 “Valuation Period” has the meaning specified in Section 4.04(c) hereof. 

“VWAP Trading Day” means a day on which (i) there is no Market Disruption Event and (ii) trading in the Common
Stock generally occurs on the Relevant Exchange, provided that if the Common Stock is not listed on any U.S. national or regional securities exchange, “VWAP Trading Day” means a “Business Day.” 

Section 1.03 References to Interest. Any reference to interest on, or in respect of, any Security in the Indenture shall be
deemed to include Supplementary Interest if, in such context, Supplementary Interest is, was or would be payable pursuant to Section 6.04. Any express mention of the payment of Supplementary Interest in any provision hereof shall not be
construed as excluding Supplementary Interest in those provisions hereof where such express mention is not made. 
 ARTICLE 2 

THE SECURITIES 

Section 2.01 Title and Terms; Payments. 

(a) Establishment; Designation. Pursuant to Section 2.01 of the Base Indenture, there is hereby established and authorized a
new series of Securities under the Indenture, which series of Securities shall be designated the “4.75% Convertible Senior Notes due 2023.” 

(b) Initial Issuance. Subject to Section 2.01(c) hereof, the aggregate principal amount of Securities that may initially be
authenticated and delivered under the Indenture is limited to $220,000,000 (or $253,000,000 if the Underwriters exercise their option to purchase additional Securities solely to cover over-allotments, if any, in full). In addition, the Company may
execute, and the Trustee may authenticate and deliver, in each case, in accordance with Section 2.04 of the Base Indenture, an unlimited aggregate principal amount of additional Securities upon the transfer, exchange, purchase or conversion of
Securities pursuant to Sections 2.05, 2.06 and 2.07 of the Base Indenture and Sections 3.06 and 4.02 hereof. 

  
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 (c) Further Issues. The Company may, without notice to or the consent of the Holders,
issue additional Securities under the Indenture with the same terms and the same CUSIP number as the Securities initially issued under the Indenture in an unlimited aggregate principal amount; provided, that the Company may issue such
additional Securities only if they are part of the same issue as the Securities initially issued hereunder for United States federal income tax purposes, provided further, that the Company may issue additional Securities that are not fungible
with the Securities for United States federal income tax purposes only if issued under a different CUSIP number. Any such additional Securities will, for all purposes of the Indenture, including waivers, amendments and offers to purchase, be treated
as part of the same series as the Securities initially issued under the Indenture. 
 (d) Purchases. The Company and its
Subsidiaries may from time to time repurchase Securities in open market purchases, negotiated transactions or otherwise without giving prior notice to or obtaining any consent of the Holders. Any Securities purchased by the Company or any of its
Subsidiaries pursuant to the foregoing sentence or otherwise will be retired and will no longer be Outstanding under the Indenture. 
 (e)
Denominations. Notwithstanding Section 2.03 of the Base Indenture, the Securities will be issued only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. 

Section 2.02 Forms. 

(a) In General. Pursuant to Section 2.02 of the Base Indenture, the Securities will be substantially in the forms set forth in
Exhibit A hereto, and may include such insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. 

Each Security will bear a Trustee’s certificate of authentication substantially in the form included in Exhibit A
hereto. Each Security will also bear the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer. 

Any Security that is a Global Security will bear a legend substantially in the form of the legend set forth in Exhibit A hereto and
shall also bear the “Schedule of Increases and Decreases of Global Security” set forth in Annex A to Exhibit A hereto. 

The terms and provisions contained in the Securities will constitute, and are hereby expressly made, a part of the Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Security
conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and control. 
 (b) Initial and
Subsequent Form of Securities. The Company hereby initially appoints The Depository Trust Company as the Depositary for the Securities, which initially shall be issued in the form of one or more Global Securities without interest coupons
(i) registered in the name of Cede & Co., as nominee of the Depositary, and (ii) delivered to the Trustee as custodian for the Depositary. 

So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law, and except to the
extent provided in Section 2.03(c)(1) through (3) hereof, all Securities will be represented by one or more Global Securities. 

(c) Global Securities. Each Global Security will represent the aggregate principal amount of the then Outstanding Securities
endorsed thereon and provide that it represents such aggregate principal amount of the then Outstanding Securities, which aggregate principal amount may, from time to time, be reduced or increased to reflect transfers, exchanges, conversions or
purchases by the Company. 
 Only the Trustee, or the Custodian holding such Global Security for the Depositary, at the direction of the
Trustee, may endorse a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby, and whenever the Holder of a Global Security delivers instructions to
the Trustee to increase or decrease the aggregate principal amount of the then Outstanding Securities represented by a Global Security in accordance with the Indenture and the Applicable Procedures, the Trustee, or the Custodian holding such Global
Security for the Depositary, at the direction of the Trustee, will endorse such Global Security to reflect such increase or decrease in the aggregate principal amount of the 

  
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then Outstanding Securities represented thereby. None of the Trustee, the Company or any agent of the Trustee or the Company will have any responsibility or bear any liability for any aspect of
the records relating to or payments made on account of the ownership of any beneficial interest in a Global Security or with respect to maintaining, supervising or reviewing any records relating to such beneficial interest. 

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to any
Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and Cede & Co., or such other Person designated by the Depositary as its nominee, may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the
rights of any Holder. 
 Section 2.03 Transfer and Exchange. 

(a) In General. Notwithstanding anything to the contrary in Section 2.05 of the Base Indenture, the Company is not required to
transfer or exchange any Securities or portions thereof that have been surrendered for purchase in accordance with Article 3 hereof (unless the related Fundamental Change Purchase Notice is withdrawn in accordance with the provisions of
Section 3.04) or for conversion in accordance with Article 4 hereof, and a written form of transfer substantially in the form of the Form of Assignment and Transfer will be deemed to be written instrument of transfer satisfactory to the Company
and the Security Registrar. 
 At such time as all interests in a Global Security have been purchased, converted, cancelled or exchanged for
Securities in certificated form, such Global Security shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian for the Global Security. At
any time prior to such cancellation, if any interest in a Global Security is purchased, converted, cancelled or exchanged for Securities in certificated form, the principal amount of such Global Security shall, in accordance with the standing
procedures and instructions existing between the Depositary and the Custodian for the Global Security, be appropriately reduced, and an endorsement shall be made on such Global Security, by the Trustee or the Custodian for the Global Security, at
the direction of the Trustee, to reflect such reduction. 
 (b) Global Securities. Notwithstanding anything to the contrary in
Section 2.11 of the Base Indenture, every transfer and exchange of a beneficial interest in a Global Security will be effected through the Depositary in accordance with the Applicable Procedures and the provisions of the Indenture, and each
Global Security may be transferred only as a whole and only (A) by the Depositary to a nominee of the Depositary, (B) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or (C) by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor Depositary. 
 (c) Holders Deemed Owners. Prior to
due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any interest (subject to Section 2.03 of the Base Indenture) on such Security at the Maturity Date, in connection with a Fundamental Change, upon any conversion and for all other purposes whatsoever,
including delivery of shares of Common Stock on conversion, for distribution of notices to such Holders or solicitations of their consent, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. 
 (d) Notwithstanding anything to the contrary in Section 2.11 of the Base
Indenture: 
 (1) Each Global Security will be exchanged for Physical Securities if the Depositary delivers notice to the Company that the
Depositary is unwilling, unable or no longer permitted under applicable law to continue to act as Depositary, and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor
Depositary within 90 days after receiving notice from the Depositary. 
 (2) If an Event of Default has occurred and is continuing, any owner
of a beneficial interest in a Global Security may exchange such beneficial interest for Physical Securities by delivering a written request to the Security Registrar. 

  
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 (3) If the Company notifies the Trustee that it wishes to terminate and exchange all or part of a
Global Security for Physical Securities and the beneficial owners of the majority of the principal amount of such Global Security (or portion thereof) to be exchanged consent to such exchange, the Company may exchange all beneficial interests in
such Global Security (or portion thereof) for Physical Securities by delivering a written request to the Security Registrar. 
 In the case
of an exchange for Physical Securities under clause (1) above: 
 (A) each Global Security will be deemed surrendered to the Trustee for
cancellation; 
 (B) the Trustee will cause each Global Security to be cancelled in accordance with the Applicable Procedures; and 

(C) the Company, in accordance with Section 2.04 of the Base Indenture, will promptly execute, and, upon receipt of a Company Request, the
Trustee, in accordance with Section 2.04 of the Base Indenture, will promptly authenticate and deliver, for each beneficial interest in each Global Security so exchanged, an aggregate principal amount of Physical Securities equal to the
aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical Securities are required to bear under the Indenture. 

In the case of an exchange for Physical Securities under clause (2) above: 

(A) the Security Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of the
beneficial interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Security, in each case if and as such information is provided to the Security Registrar by the Depositary; 

(B) the Company, in accordance with Section 2.04 of the Base Indenture, will promptly execute, and, upon receipt of a Company Request, the
Trustee, in accordance with Section 2.04 of the Base Indenture, will promptly authenticate and deliver to such owner, for the beneficial interest so exchanged by such owner, Physical Securities registered in such owner’s name having an
aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Securities are required to bear under the Indenture; and 

(C) the Security Registrar, in accordance with the Applicable Procedures, will cause the principal amount of such Global Security to be
decreased by the aggregate principal amount of the beneficial interest so exchanged. If all of the beneficial interests in a Global Security are so exchanged, such Global Security will be deemed surrendered to the Trustee for cancellation, and
the Trustee will cause such Global Security to be cancelled in accordance with the Applicable Procedures. 
 In the case of an exchange for
Physical Securities under clause (3) above: 
 (A) the Company will deliver notice of such request to the Security Registrar and the
Trustee, which notice will identify each owner of a beneficial interest to be exchanged, the aggregate principal amount of each such beneficial interest and the CUSIP of the relevant Global Security; 

(B) the Company, in accordance with Section 2.04 of the Base Indenture, will promptly execute, and, upon receipt of a Company Request, the
Trustee, in accordance with Section 2.04 of the Base Indenture, will promptly authenticate and deliver to each such beneficial owner, Physical Securities registered in such beneficial owner’s name having an aggregate principal amount equal
to the aggregate principal amount of its exchanged beneficial interest and bearing any legends that such Physical Securities are required to bear under the Indenture and any applicable law; and 

(C) the Security Registrar, in accordance with the Applicable Procedures, will cause the principal amount of each relevant Global Security to
be decreased by the aggregate principal amount of the beneficial interests so exchanged. If all of the beneficial interests in a Global Security are so exchanged, such Global Security will be deemed surrendered to the Trustee for cancellation,
and the Trustee will cause such Global Security to be cancelled in accordance with the Applicable Procedures. 
 In each of the cases
described in clauses (1), (2) and (3) above, the Company may rely on the Depositary to provide all names of beneficial owners and their respective principal amounts beneficially owned and may issue Physical Securities registered in the names
and amounts so provided by the Depositary. 
 (e) Physical Securities. Except to the extent otherwise provided in
Section 2.03(a) hereof, Physical Securities may be transferred or exchanged in accordance with Section 2.05 of the Base Indenture. 

  
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 Section 2.04 Payments on the Securities. 

(a) In General. Each Security will accrue interest at a rate equal to 4.75% per annum from the most recent date to which interest
has been paid or duly provided for, or, if no interest has been paid or duly provided for, the Issue Date. Interest on a Security will cease to accrue upon the earliest of the Maturity Date, subject to the provisions of Article 3 hereof, any
Fundamental Change Purchase Date for such Security, and subject to the provisions of Article 4 hereof, any Conversion Date for such Security. Interest on any Security will be payable semi-annually in arrears on each Interest Payment Date,
beginning September 15, 2018, to the Holder of such Security as of the Close of Business on the Regular Record Date immediately preceding the applicable Interest Payment Date. As provided in Section 2.03 of the Base Indenture,
interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Pursuant to Section 6.04 hereof, in certain circumstances, the Company
may be obligated to pay Holders Supplementary Interest. 
 The Securities will mature on the Maturity Date, and on the Maturity Date, each
Holder of a then Outstanding Security will be entitled on such date to receive $1,000 in cash for each $1,000 in principal amount of then Outstanding Securities held, together with accrued and unpaid interest to, but not including, the Maturity Date
on such then Outstanding Securities (except that accrued and unpaid interest will be paid on the Maturity Date to Holders of record on the related Regular Record Date). 

Notwithstanding anything to the contrary, if the Maturity Date or any Interest Payment Date or Fundamental Change Purchase Date or any
Conversion Date falls, or if any payment, delivery, notice or other action by the Company is otherwise due, on a day that 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
immediately following Business Day with the same force and effect as if taken on such date, and no additional interest will accrue and no Default shall occur on account of such delay. 

(b) Method of Payment. The Company will pay the principal of, the Fundamental Change Purchase Price for, and any cash portion of
the Settlement Amount with respect to, any Physical Security to the Holder of such Security in cash at the designated office of the Paying Agent in the borough of Manhattan in The City of New York, New York, prior to 10:00 a.m. on the relevant
payment or settlement date, as the case may be. The Company will pay any interest on any Physical Security to the Holder of such Security (i) if such Holder holds $5,000,000 or less aggregate principal amount of Securities, by check mailed
to such Holder’s registered address, and (ii) if such Holder holds more than $5,000,000 aggregate principal amount of Securities, (A) by check mailed to such Holder’s registered address or, (B) if such Holder delivers to the
Security Registrar a written request that the Company make such payments by wire transfer to an account of such Holder within the United States, for each interest payment corresponding to each Regular Record Date occurring during the period
beginning on the date on which such Holder delivered such request and ending on the date, if any, on which such Holder delivers to the Security Registrar a written instruction to the contrary, by wire transfer of immediately available funds to the
account specified by such Holder. 
 The Company will pay the principal of, interest on, the Fundamental Change Purchase Price for, and any
cash portion of the Settlement Amount with respect to, any Global Security to the Depositary by wire transfer of immediately available funds on the relevant payment date in accordance with Applicable Procedures. 

(c) Defaulted Payments. The Company shall pay any interest on the Securities that is payable, but is not punctually paid or duly
provided for, on the applicable Interest Payment Date, in accordance with Section 2.03 of the Base Indenture. Interest on any such interest amounts not paid or provided for shall accrue interest at the rate of interest for the Securities. 

ARTICLE 3 
 REDEMPTIONS
AND PURCHASES 
 Section 3.01 Amendments to the Base Indenture. 

(a) No Redemption and No Sinking Fund. Article III of the Base Indenture shall not apply with respect to the Securities. 

Section 3.02 Purchase at Option of Holders upon a Fundamental Change. (a) If a Fundamental Change occurs, then each Holder
shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Securities, or any portion thereof such that the principal amount that remains outstanding of each Security that is not
purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the 

  
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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 purchase price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a
Security on a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record Date, the Company shall instead pay the full amount of accrued and unpaid interest
on such Security on the Interest Payment Date to the Holder of record of such Security as of such Regular Record Date and the Fundamental Change Purchase Price shall be equal to 100% of the principal amount of the Securities to be purchased. 

Purchases of Securities under this Section 3.02 shall be made, at the option of the Holder thereof, upon: 

(1) if the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly completed notice (the
“Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Security attached hereto as Exhibit A and of the Securities, duly endorsed for transfer, on or before the Close of Business on
the Business Day immediately preceding the Fundamental Change Purchase Date, subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and 

(2) if the Securities to be purchased are Global Securities, delivery of the Securities, by book-entry transfer, in compliance with the
Applicable Procedures of the Depositary and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial interests in a Global Security for purchase, by the Fundamental Change Expiration Time. 

The Fundamental Change Purchase Notice in respect of any Securities to be purchased shall state: 

(1) if certificated, the certificate numbers of such Securities; 

(2) the portion of the principal amount of such Securities, which must be such that the principal amount that is not to be purchased of each
Security that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and 
 (3) that such
Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and the Indenture. 
 Notwithstanding
anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice
at any time prior to the Fundamental Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.04. 

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of
withdrawal thereof. 
 (b) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all
Holders of the Securities, the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase
right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Securities, in accordance with the procedures of the Depositary for providing
notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall issue a press release or publish the information on the Company’s website or through such other public medium as the Company may use at that
time. 
 Each Fundamental Change Company Notice shall specify: 

(1) the events causing the Fundamental Change; 

(2) the date of the Fundamental Change; 

(3) the last date on which a Holder of Securities may exercise the purchase right pursuant to this Article 3; 

(4) the Fundamental Change Purchase Price; 

  
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 (5) the Fundamental Change Purchase Date; 

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

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

(8) that the Securities with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the
Holder withdraws the Fundamental Change Purchase Notice in accordance with the terms of the Indenture, if applicable; and 
 (9) the
procedures that Holders must follow to require the Company to purchase their Securities. 
 No failure of the Company to give the foregoing
notices and no defect therein shall limit the purchase rights of the Holders of Securities or affect the validity of the proceedings for the purchase of the Securities pursuant to this Section 3.02. 

(c) Notwithstanding the foregoing, there shall be no purchase of any Securities pursuant to this Section 3.02 if the principal amount of
the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental
Change Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Physical Securities held by it during the acceleration of the Securities (except in the case of an acceleration
resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Securities) and shall deem to be cancelled any instructions for book-entry transfer of the Securities in compliance with the
procedures of the Depositary, in which case, upon such return or cancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. 

Section 3.03 Effect of Fundamental Change Purchase Notice. Upon receipt by the Paying Agent of a Fundamental Change Purchase
Notice specified in Section 3.02, the Holder of the Security in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.04)
thereafter be entitled to receive solely the Fundamental Change Purchase Price in cash with respect to such Security (and any previously accrued and unpaid interest on such Security). Such Fundamental Change Purchase Price shall be paid to such
Holder, subject to receipt of funds by the Paying Agent, on the later of (x) the applicable Fundamental Change Purchase Date (provided the conditions in Section 3.02 have been satisfied) and (y) the time of delivery or book-entry
transfer of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.02, subject in each case to extensions to comply with applicable law. 

Section 3.04 Withdrawal of Fundamental Change Purchase Notice. A Fundamental Change Purchase 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 the Fundamental Change Company Notice at any time prior to the Fundamental Change Expiration Time, specifying: 

(1) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; 

(2) if Physical Securities have been issued, the certificate numbers of the withdrawn Securities; and 

(3) the principal amount, if any, of each Security that remains subject to the Fundamental Change Purchase Notice, which must be such that the
principal amount not to be purchased equals $1,000 or an integral multiple of $1,000 in excess thereof; 
 provided, however, that if the
Securities are Global Securities, the notice must comply with Applicable Procedures of the Depositary. 
 The Paying Agent will promptly
return to the respective Holders thereof any Physical Securities with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with the provisions of this Section 3.04. 

Section 3.05 Deposit of Fundamental Change Purchase Price. Prior to 10:00 a.m., New York City time, on the Fundamental Change
Purchase Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay the Fundamental Change Purchase Price of all the 

  
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Securities or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. If the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price of
the Securities for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with the Indenture on the Fundamental Change Purchase Date, then as of such Fundamental Change Purchase Date, (a) such Securities
will cease to be Outstanding and interest will cease to accrue thereon (whether or not book-entry transfer of such Securities is made or such Securities have been delivered to the Paying Agent) and (b) all other rights of the Holders in respect
thereof will terminate (other than the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid interest upon delivery or book-entry transfer of such Securities). 

Section 3.06 Securities Purchased in Whole or in Part. Any Security that is to be purchased, whether in whole or in part,
shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires in the case of Physical Securities, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or
Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered that is not purchased. Any Holder whose Securities
are purchased pursuant to this Article 3 shall receive payment of the Fundamental Change Purchase Price on the later of (i) the Fundamental Change Purchase Date or (ii) the time of book-entry transfer or the delivery of the Securities so
purchased. 
 Section 3.07 Covenant To Comply with Applicable Laws upon Purchase of Securities. In connection with any
offer to purchase Securities under Section 3.02, the Company shall, in each case if required by law, (i) comply with Rule 13e-4, Rule 14e-1 and any other
tender offer rules under the Exchange Act that may then be applicable, (ii) file a Schedule TO or any other required schedule under the Exchange Act and (iii) otherwise comply with any other U.S. federal or state securities laws applicable
to the Company in connection with such purchase offer, in each case, so as to permit the rights and obligations under Section 3.02 to be exercised in the time and in the manner specified in Section 3.02. 

Section 3.08 Repayment to the Company. To the extent that the aggregate amount of cash deposited by the Company pursuant to
Section 3.05 exceeds the aggregate Fundamental Change Purchase Price of the Securities or portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase Date, then, following the Fundamental Change Purchase
Date, the Paying Agent shall promptly return any such excess to the Company. 
 ARTICLE 4 

CONVERSION 

Section 4.01 Right To Convert. (a) Subject to and upon compliance with the provisions of the Indenture, each Holder shall
have the right, at such Holder’s option, to convert its Securities, or any portion of its Securities such that the principal amount that remains Outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of
$1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 4.03(a) hereof, (x) prior to the Close of Business on the Business Day immediately preceding December 15, 2022, only upon satisfaction of one
or more of the conditions described in Section 4.01(b) hereof, and (y) on or after December 15, 2022, at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date. 

(b) (1) A Holder may surrender Securities for conversion during any calendar quarter commencing after June 30, 2018 (and only during such
calendar 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 calendar
quarter is greater than or equal to 110% of the Conversion Price in effect on each applicable Trading Day. 
 (2) A Holder may surrender all
or a portion of its Securities for conversion during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as
determined following a request by a Holder in accordance with the procedures set forth in this Section 4.01(b)(2), for each Trading Day of such Measurement Period was less than 98% of the product of (i) the Last Reported Sale Price of the
Common Stock on such Trading Day and (ii) the Conversion Rate in effect on such Trading Day. The Trading Price shall be determined by the Bid Solicitation Agent pursuant to this Section 4.01(b)(2) and the definition of “Trading
Price” set forth in Section 1.02 hereof. 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 in
accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the


  
 14 








 
Trading Price of the Securities unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation
Agent, the Company shall have no obligation to determine the Trading Price of the Securities) unless a Holder of at least $5.0 million in aggregate principal amount of notes requests in writing that it make such a determination and provides it
with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (i) the Last Reported Sale Price of the Common Stock on such Trading Day and (ii) the Conversion Rate in
effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per
$1,000 principal amount of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of
(i) the Last Reported Sale Price of the Common Stock on such Trading Day and (ii) the Conversion Rate in effect on such Trading Day. Whenever the condition to conversion set forth in this Section 4.01(b)(2) has been met, but was
not met on the immediately preceding Trading Day, the Company will so notify the Holders and the Trustee. If, at any time after the condition to conversion set forth in this Section 4.01(b)(2) has been met, the condition to conversion set
forth in this Section 4.01(b)(2) ceases to be met, the Company will so notify the Holders and the Trustee on the first Trading Day on which such condition ceases to be met. 

(3) If the Company elects to (x) issue to all or substantially all holders of the Common Stock rights, options or warrants entitling them
for a period of not more than 45 calendar days after the date of such issuance to subscribe for or purchase shares of the Common Stock, at a price per share less than the Last Reported Sale Price 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 (taking into account any consideration received by the Company as described in Section 4.04(b)); or (y) distribute to all
or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to purchase the Company’s securities, which distribution (excluding for this purpose a distribution required to avoid the imposition of tax on
undistributed income) 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 immediately preceding the
date of announcement for such distribution, then, the Company must deliver notice of such issuance or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 30
Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Holders may surrender their Securities for conversion at any time during the period beginning on the 30th Scheduled
Trading Day immediately prior to the Ex-Dividend Date for such issuance or distribution and ending on the earlier of (a) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution or (b) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such
time; provided, however, that Holders may not convert their Securities pursuant to this Section 4.01(b)(3) if the Company provides that Holders shall participate, at the same time and upon the same terms as holders of the Common
Stock, and as a result of holding the Securities, in the relevant issuance or distribution without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date
for such issuance or distribution. 
 (4) If (i) a Make-Whole Fundamental Change occurs or (ii) the Company is a party to
(a) a consolidation, merger or binding share exchange, pursuant to which the Common Stock would be converted into cash, securities or other assets or (b) a sale, conveyance, transfer or lease of all or substantially all of the assets of
the Company and its Subsidiaries, on a consolidated basis, to another Person (other than any of the Company’s Subsidiaries), the Securities may be surrendered for conversion at any time from or after the date that is 35 Scheduled Trading Days
prior to the anticipated Fundamental Change Effective Date or the anticipated effective date of such sale, conveyance, transfer or lease, as the case may be (or, if later, the Business Day after the Company gives notice of such transaction) until
the Close of Business (i) if such transaction is a Fundamental Change, on the Business Day immediately preceding the related Fundamental Change Purchase Date, and, (ii) otherwise, on the 35th Business Day immediately following the
effective date for such transaction or event. The Company will notify the Holders of any such transaction: 
 (A) as promptly as
practicable following the date the Company publicly announces such transaction but in no event less than 35 Scheduled Trading Days prior to the anticipated effective date of such transaction; or 

(B) if the Company does not have knowledge of such transaction at least 35 Scheduled Trading Days prior to the anticipated effective date of
such transaction, within three Business Days of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, but in no event later than the actual effective date of such transaction. 

(c) Notwithstanding any other provision of the Securities or the Indenture, no Holder of Securities will be entitled to receive Common Stock
following conversion of such Securities to the extent that receipt of such Common Stock would cause such Holder to exceed the ownership limitations contained in the Company’s charter. 

  
 15 








 (d) If any delivery of shares of Common Stock owed to a Holder upon conversion of Securities is
not made, in whole or in part, as a result of the limitations described in Section 4.01(c), the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such shares as promptly as practicable after
any such converting Holder gives notice to the Company that such delivery would not result in it exceeding the ownership limitations in the Company’s charter. 

Section 4.02 Conversion Procedures. 

(a) Each Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures
of the Depositary. 
 (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Security, the Holder must
complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Conversion Agent, and pay the funds,
if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. 

To exercise the conversion privilege with respect to any Physical Securities, the Holder of such Physical Securities shall: 

(1) complete and manually sign a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion
Notice”) or a facsimile of the Conversion Notice; 
 (2) deliver the Conversion Notice, which is irrevocable, and the Security to
the Conversion Agent; 
 (3) if required, furnish appropriate endorsements and transfer documents, 

(4) if required, make any payment required under Section 4.02(f); and 

(5) if required, pay all transfer or similar taxes as set forth in Section 4.02(g). 

If, upon conversion of a Security, any shares of Common Stock are to be issued to a Person other than the Holder of such Security, the related Conversion
Notice shall include such other Person’s name and address. 
 If a Security is subject to a Fundamental Change Purchase Notice, such
Security may not be converted unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.04 hereof prior to the relevant Fundamental Change Expiration Time, except to the extent that a portion of such Holder’s
Security is not subject to such Fundamental Change Purchase Notice. 
 For any Security, the first Business Day on which the Holder of such
Security satisfies all of the applicable requirements set forth above with respect to such Security and on which conversion of such Security is not otherwise prohibited under the Indenture shall be the “Conversion Date” with respect
to such Security. 
 Each conversion shall be deemed to have been effected as to any such Securities (or portion thereof) surrendered for
conversion at the Close of Business on the applicable Conversion Date; provided, however, that the Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a
stockholder of record as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last Trading Day of the applicable Observation Period (in the case of Combination Settlement) except to the
extent required by Section 4.04 hereof. At the Close of Business on the Conversion Date for a Security, the converting Holder shall no longer be the Holder of such Security. 

(c) Endorsement. Any Securities surrendered for conversion shall, unless shares of Common Stock issuable on conversion are to be
issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. 

(d) Physical Securities. If any Securities in a denomination greater than $1,000 shall be surrendered for partial conversion, the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the
surrendered Securities. 

  
 16 








 (e) Global Securities. Upon the conversion of a beneficial interest in Global
Securities, the Conversion Agent shall make a notation in its records as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any
Conversion Agent other than the Trustee. 
 (f) Interest Due Upon Conversion. If a Holder converts a Security after the Close of
Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, such Holder must accompany such Security with an amount of cash equal to the amount of interest payable on
such Security on the corresponding Interest Payment Date (regardless of whether the converting Holder was the Holder of record on the corresponding Regular Record Date); provided, however, that a Holder need not make such payment
(1) if the Conversion Date follows the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the
corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security. 

(g) Taxes Due upon Conversion. If a Holder converts a Security, the Company will pay any documentary, stamp or similar issue or
transfer tax due on the issue of any shares of the Common Stock upon the conversion, unless the tax is due because the Holder requests that any shares be issued in a name other than the Holder’s name, in which case the Holder will pay that tax.

 Section 4.03 Settlement Upon Conversion. 

(a) Settlement Amount. Subject to this Section 4.03 and Section 4.06(b), if a Holder converts a Security, the Company
shall pay or deliver to such Holder, as the case may be, in respect of each $1,000 principal amount of Securities being converted, solely cash, solely shares of Common Stock (together with cash in lieu of fractional shares as provided herein) or a
combination of cash and Common Stock (the “Settlement Amount”), at the Company’s election, as set forth in this Section 4.03. 

(1) The Company shall pay or deliver, as the case may be, the Settlement Amount on the third Trading Day immediately following the last VWAP
Trading Day of the Observation Period; provided, that; 
 (A) if the Company elects to fulfill its conversion obligation solely in
shares of Common Stock (together with cash in lieu of fractional shares as provided herein), the Company shall deliver such Common Stock on the third Trading Day immediately following the relevant Conversion Date; and 

(B) if prior to the relevant Conversion Date, the Common Stock has been replaced by Reference Property consisting solely of cash, pursuant to
Section 4.07, the Company shall pay the cash due upon conversion as set forth in Section 4.07 on the third Trading Day immediately following the relevant Conversion Date. 

(2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock
(the “Settlement Method”). 
 (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be
deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with
respect to conversions that occur on different Conversion Dates. 
 (4) With respect to each Conversion Date occurring prior to the Final
Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the second Trading Day following the related Conversion Date. With
respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion
Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (together with cash in lieu of fractional shares as provided herein)
(“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination
Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver a Settlement Notice within the time
periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amount, the Company will be deemed to
have elected Combination Settlement with a Specified Dollar Amount of $1,000. 

  
 17 








 (5) The Settlement Amount in respect of any conversion shall be computed as follows: 

(A) if the Company elects to satisfy its conversion obligation in respect of such conversion through Physical Settlement, the Company will
deliver to the converting Holder a number of shares of Common Stock equal to (1) (i) the aggregate principal amount of Securities to be converted, divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate on
the date the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 4.02(b) (plus cash in lieu of any fractional shares); 

(B) if the Company elects to satisfy its conversion obligation in respect of such conversion through Cash Settlement, the Company shall pay to
the converting Holder cash in an amount per $1,000 principal amount of Securities being converted equal to the sum of the Daily Conversion Values for each of the 25 consecutive VWAP 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 through Combination
Settlement, the Company shall pay and deliver to the converting Holder, as the case may be, in respect of each $1,000 principal amount of Securities being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of
the 25 consecutive VWAP Trading Days during the related Observation Period (plus cash in lieu of any fractional shares). 
 (6) The
“Daily Settlement Amount” for each of the 25 consecutive VWAP Trading Days of the applicable Observation Period, will consist of: 

(A) cash equal to the lesser of (i) a dollar amount per Security to be received upon conversion as specified by the Company in the
Settlement Notice (or deemed specified as set forth above) (the “Specified Dollar Amount”), if any, divided by 25 (such quotient being referred to as the “Daily Measurement Value”) and (ii) the Daily
Conversion Value; and 
 (B) to the extent the Daily Conversion Value for such Trading Day exceeds the Daily Measurement Value for such
Trading Day, 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 of the Common Stock for such VWAP Trading Day. 

(7) In the case of Cash Settlement or Combination Settlement, the Settlement Amount or Daily Conversion Values shall be determined by the
Company promptly following the last day of the Observation Period. Promptly after such determination, the Company shall notify the Trustee and the Conversion Agent of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be,
and the amount of cash deliverable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent shall be entitled to rely exclusively on the notice given by the Company and shall have no responsibility for any such
determination. 
 (b) Fractional Shares. Notwithstanding the foregoing, the Company will not issue fractional shares of Common Stock
with respect to any converted Security in respect of which shares of Common Stock are deliverable. Instead, if any such shares of Common Stock includes a fraction of a share of Common Stock, the Company will, in lieu of delivering such fraction of a
share of Common Stock, pay an amount of cash equal to the product of (i) such fraction of a share and (ii) the Daily VWAP of the Common Stock on the relevant Conversion Date (in the case of Physical Settlement) or on the last Trading Day
of the applicable Observation Period (in the case of Combination Settlement), subject in each case to the following paragraph. 
 If a
Holder surrenders more than one Security for conversion on a single Conversion Date, the Company will calculate the amount of cash and the number of shares of Common Stock due with respect to such Securities as if such Holder had surrendered for
conversion one Security having an aggregate principal amount equal to the sum of the principal amounts of each of the Securities surrendered for conversion by such Holder on such Conversion Date. 

(c) Settlement of Accrued Interest and Deemed Payment of Principal. Subject to Section 4.02(f), if a Holder converts a Security,
the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Security and the Company’s delivery of the amount of cash and the number of shares of Common Stock, if any, into which a Security is
convertible will be deemed to satisfy and discharge in full the Company’s obligation to pay the principal of, and accrued and unpaid interest, if 

  
 18 








 
any, on, such Security to, but excluding, the Conversion Date; provided, however, that if a Holder converts a Security after the Close of Business on a Regular Record Date and prior
to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated to pay the interest due on such Interest Payment Date to the Holder of such Security on such Regular Record Date. As a result of the foregoing,
and Section 4.02(f), the Company will pay accrued and unpaid interest on the Maturity Date on all Securities converted after the Regular Record Date immediately preceding the Maturity Date to the holders of record of such Securities on such
Regular Record Date, and converting Holders will not be required to pay the Company equivalent amounts. 
 As a result, except as otherwise
provided in the proviso to the first sentence of the immediately preceding paragraph, any accrued and unpaid interest with respect to a converted Security will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In
addition, except as otherwise provided in the proviso to the first sentence of the immediately preceding paragraph, if the Settlement Amount for any Security includes both cash and shares of the Common Stock, accrued and unpaid interest will be
deemed to be paid first out of the amount of cash delivered upon such conversion. Except as otherwise provided herein, in no event will a Holder be entitled to receive any dividend or other distribution with respect to any Common Stock issued on
conversion of such Holder’s Securities if the applicable Conversion Date is after the Regular Record Date for such dividend or distribution. Prior to any conversion in accordance with this Section 4.03, a Holder shall not be the owner of
any Common Stock issuable upon conversion of such Holder’s Securities. 
 (d) Notices. Whenever a Conversion Date occurs
with respect to a Security, the Conversion Agent will, as promptly as possible, and in no event later than the Business Day immediately following such Conversion Date, deliver to the Company and the Trustee, if it is not then the Conversion Agent,
notice that a Conversion Date has occurred, which notice will state such Conversion Date, the principal amount of Securities converted on such Conversion Date and the names of the Holders that converted Securities on such Conversion Date. 

Section 4.04 Adjustment of Conversion Rate. The Conversion Rate will be adjusted as described in this Section 4.04,
except that the Company shall not make any adjustment to the Conversion Rate if Holders participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and as a
result of holding the Securities, in any of the transactions described below without having to convert their Securities, as if they held a number of shares of Common Stock equal to the applicable Conversion Rate, multiplied by the principal
amount (expressed in thousands) of Securities held by such Holder. 
 (a) If the Company exclusively issues shares of Common Stock as a
dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: 

 

							
	 CR1
	  	 =
	  	 CR0 x
	  	    OS1    
		  		  		  	OS0

 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the effective
date of such share split or combination, as applicable;
			
	CR1	  	=	  	the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or such effective date;
			
	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, before giving effect to such
dividend, distribution, share split or share combination; and
			
	OS1	  	=	  	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable.


 Any adjustment made under this Section 4.04(a) shall become effective immediately after the Open of
Business on the Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such share split or share combination. If any dividend or
distribution of the type described in this Section 4.04(a) is declared but not so paid or made, or 

  
 19 








 
any share split or share combination of the type described in this Section 4.04(a) is announced but the outstanding shares of the Common Stock are not split or combined, the Conversion Rate
shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding shares of the Common Stock, to the Conversion Rate that would then be in
effect if such dividend or distribution had not been declared or such share split or share combination had not been announced. 
 (b) If the
Company issues to all or substantially all holders of the Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the date of such issuance, to subscribe for or purchase shares of the Common
Stock, at a price per share 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 Conversion Rate will be increased based on the following formula: 
  

							
	 CR1
	  	 =
	  	 CR0 x
	  	    OS0 + X    
		  		  		  	OS0 + Y

 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance;
			
	CR1	  	=	  	the 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
			
	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 4.04(b) will 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 such rights, options or warrants are not
exercised prior to their expiration or shares of Common Stock are not delivered upon the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the increase
with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of 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 Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not
occurred. 
 For purposes of this Section 4.04(b) and Section 4.01(b)(3) hereof, in determining whether any rights, options or
warrants entitle the holders of the Common Stock to subscribe for or purchase shares of the Common Stock at a price per share less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period
ending on the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of the 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. 

(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights,
options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding: 

(1) dividends, distributions, rights options or warrants as to which an adjustment was effected pursuant to Section 4.04(a) hereof or
Section 4.04(b) hereof; 
 (2) dividends or distributions paid exclusively in cash; and 

(3) Spin-Offs as to which the provisions set forth below in this Section 4.04(c) shall apply; 

  
 20 








 then the Conversion Rate shall be increased based on the following formula: 

 

							
	 CR1
	  	 =
	  	 CR0 x
	  	        SP0        
		  		  		  	SP0 - FMV

 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;
			
	CR1	  	=	  	the 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 shares of the Company’s Capital Stock, evidences the Company’s indebtedness, other assets, or property of the Company or rights, options or warrants to
acquire the Company’s Capital Stock or other securities distributed with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.


 If “FMV” (as defined above) is equal to or greater than “SP0” (as defined above) or
if the difference between the “FMV” and “SP0” is less than $1.00, in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount of Securities it holds, at the same time and
upon the same terms as holders of the Common Stock, the amount and kind of the Company’s Capital Stock, evidences of the Company’s indebtedness, other assets or property of the Company or rights, options or warrants to acquire the
Company’s Capital Stock or other securities that such Holder would have received as 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. 
 Any increase made under the portion of this Section 4.04(c) will become effective immediately after the Open
of Business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if
such dividend or distribution had not been declared. 
 With respect to an adjustment pursuant to this Section 4.04(c) 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 of the Company or other business unit of the Company, and such
Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the distribution) on a U.S. national securities exchange (a “Spin-Off”), the
Conversion Rate will be increased based on the following formula: 
  

							
	 CR1
	  	 =
	  	 CR0 x
	  	FMV0 + MP0
		  		  		  	MP0

 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such Spin-Off;
			
	CR1	  	=	  	the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such Spin-Off;
			
	FMV0	  	=	  	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after, and
including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
			
	MP0	  	=	  	the average of the Last Reported Sale Prices of Common Stock over the Valuation Period.



  
 21 








 The adjustment to the applicable Conversion Rate under the preceding paragraph of this
Section 4.04(c) will be made immediately after the Open of Business on the day after the last Trading Day of the Valuation Period, but will be given effect as of the Open of Business on the Ex-Dividend
Date for the Spin-Off. If the Ex-Dividend Date for the Spin-Off is less than 10 Trading Days prior to, and including, the end of
the Observation Period in respect of any conversion, references within this Section 4.04(c) to 10 Trading Days shall be deemed replaced, for purposes of calculating the affected Daily Conversion Values in respect of that conversion, with such
lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such Observation
Period. For purposes of determining the applicable Conversion Rate, in respect of any conversion during the 10 Trading Days commencing on the Ex-Dividend Date for any
Spin-Off, references within the portion of this Section 4.04(c) related to “Spin-Offs” to 10 Trading Days shall be deemed replaced 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 relevant Conversion Date. 

For purposes of the second adjustment set forth in this clause 4.04(c), (i) the Last Reported Sale Price of any Capital Stock or similar
equity interest shall be calculated in a manner analogous to that used to calculate the Last Reported Sale Price of the Common Stock in the definition of “Last Reported Sale Price” set forth in Section 1.02 hereof, (ii) whether a
day is a Trading Day (and whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for such Capital Stock or similar equity interest shall be determined in a manner analogous to that used to determine whether a
day is a Trading Day (or whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for the Common Stock, and (iii) whether a day is a Trading Day to be included in a Valuation Period will be determined based
on whether a day is a Trading Day for both the Common Stock and such Capital Stock or similar equity interest. 
 Subject to
Section 4.04(g), for the purposes of this Section 4.04(c), 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
(either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “Trigger Event”): (1) are deemed to be transferred with such shares of Common Stock;
(2) are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 4.04(c), (and no adjustment to the Conversion Rate under this
Section 4.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate
shall be made under this Section 4.04(c). If any such right, option or warrant, distributed prior to the Issue Date 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 of such deemed
distribution (in which case the original rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders). 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 preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under
this Section 4.04(c) was made, (1) in the case of any such rights, options or warrants which shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion
Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as
though it were a cash distribution, equal to the per share redemption or purchase price received by holders of Common Stock with respect to such rights, options or warrants (assuming each 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 which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate
shall be readjusted as if such rights and warrants had not been issued. 
 For purposes of Section 4.04(a) hereof, Section 4.04(b)
hereof and this Section 4.04(c), if any dividend or distribution to which this Section 4.04(c) applies includes one or both of: 

(A) a dividend or distribution of shares of Common Stock to which Section 4.04(a) hereof also applies (the “Clause A
Distribution”); or 
 (B) a dividend or distribution of rights, options or warrants to which Section 4.04(b) hereof also
applies (the “Clause B Distribution”), 

  
 22 








 then (i) 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 4.04(c) applies (the “Clause C Distribution”) and any Conversion Rate adjustment required to be made under this Section 4.04(c) with respect to such
Clause C Distribution shall be made, (ii) the Clause B Distribution, if any, shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 4.04(b) hereof with respect thereto shall
then be made, except that, if determined by the Company, (A) the “Ex-Dividend Date” of the Clause B Distribution and the Clause A Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (B) any shares of Common Stock included in the Clause A Distribution or the Clause B Distribution shall not be deemed to be “outstanding immediately prior
to the Open of Business on such Ex-Dividend Date” within the meaning of Section 4.04(b) hereof, and (iii) the Clause A Distribution, if any, shall be deemed to immediately follow the Clause C
Distribution or the Clause B Distribution, as the case may be, except that, if determined by the Company, (A) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution,
if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution, and (B) any shares of Common Stock included in the Clause A distribution shall not be deemed to be “outstanding
immediately prior to the Open of Business on such Ex-Dividend Date or such effective date” within the meaning of Section 4.04(a) hereof. 

(d) If any cash dividend or distribution is made to all or substantially all holders of the Common Stock to the extent that the aggregate of
all such cash dividends or distributions paid in any quarter exceeds the dividend threshold amount (the “DTA”) for such quarter, the Conversion Rate shall be adjusted based on the following formula: 

 

							
	 CR1
	  	 =
	  	 CR0 x
	  	        SP0        
		  		  		  	SP0 – C

 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution;
			
	CR1	  	=	  	the 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;
			
	DTA	  	=	  	the dividend threshold amount, which shall initially be $0.62 per quarter; and
			
	C	  	=	  	the amount in cash per share that the Company distributes to holders of the Common Stock in excess of the DTA


 The DTA is subject to adjustment on an inversely proportional basis whenever the Conversion Rate is
adjusted other than adjustments made pursuant to this Section 4.04(d). If an adjustment is required to be made as set forth in this Section 4.04(d) as a result of a distribution that is not a regular, periodic dividend, the DTA will be
deemed to be zero with respect to that particular adjustment. Notwithstanding the foregoing, if at any time dividends are distributed other than on a quarterly basis, the DTA shall be appropriately adjusted and shall apply to such dividends. 

If “C” (as defined above) is equal to or greater than “SP0” (as defined above) or if the difference between “C”
and “SP0” is less than $1.00, in lieu of the foregoing increase, each Holder shall receive, for each $1,000 principal amount of Securities it holds, 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 had owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution. Any
increase made pursuant to this Section 4.04(d) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution. If such dividend or
distribution is not so paid, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. 

(e) If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Stock, 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 Price 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 “Offer Expiration Date”), the Conversion Rate shall be increased based on the
following formula: 

  
 23 









							
	 CR1
	  	 =
	  	 CR0 x
	  	AC + (SP1 x OS1)
		  		  		  	OS0 x SP1

 where, 
  

					
			
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the Close of Business on the Offer Expiration Date;
			
	CR1	  	=	  	the Conversion Rate in effect immediately after the Close of Business on the Offer Expiration Date;
			
	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 offer or exchange offer;
			
	OS0	  	=	  	the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or
exchange in such tender offer or exchange offer);
			
	OS1	  		  	the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange
in such tender or exchange offer); and
			
	SP1	  		  	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 Offer Expiration Date.


 The adjustment to the applicable Conversion Rate under the preceding paragraph of this
Section 4.04(e) will be given effect at the Open of Business on the Trading Day next succeeding the Offer Expiration Date. If the Trading Day next succeeding the Offer Expiration Date is less than 10 Trading Days prior to, and including, the
end of the Observation Period in respect of any conversion, references within this Section 4.04(e) to 10 Trading Days shall be deemed replaced, solely in respect of such conversion, for purposes of calculating the affected Daily Conversion
Values in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Offer Expiration Date to, and including, the last Trading Day of such Observation Period. For
purposes of determining the applicable Conversion Rate, in respect of any conversion during the 10 Trading Days commencing on the Trading Day next succeeding the Offer Expiration Date, references within this Section 4.04(e) to 10 Trading Days
shall be deemed replaced, solely in respect of such conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Offer Expiration Date to, and including, the relevant Conversion Date.

 (f) Special Settlement Provisions. Notwithstanding anything to the contrary herein, with respect to any Securities as to which
Physical Settlement is applicable, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date as described above, and a Holder that has converted its Securities on or prior to the related
Regular Record Date would be treated as the record holder of shares of Common Stock in accordance with the provisions of the last paragraph of Section 4.02(b) as of a date on or after such Ex-Dividend
Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such
Holder will 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. 

(g) Poison Pill. Whenever a Holder converts a Security, to the extent that the Company has a rights plan in effect, the Holder
converting such Security will receive, in addition to any shares of Common Stock otherwise received in connection with such conversion, the rights under the rights plan unless the rights have separated from the Common Stock, in which case, and only
in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of the Common Stock, shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants as
described in Section 4.04(c) hereof, subject to readjustment in the event of the expiration, termination or redemption of such rights. 

(h) Deferral of Adjustments. Notwithstanding anything to the contrary herein, except on and after the first VWAP Trading Day of any
Observation Period with respect to a Security and on or prior to the last VWAP Trading Day of such Observation Period, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at
least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward 

  
 24 








 
and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made upon the
occurrence of (i) the Effective Date for any Make-Whole Fundamental Change, (ii) the first VWAP Trading Day of any Observation Period and (iii) if the Company elects to satisfy its conversion obligation solely in shares of Common
Stock, upon any conversion of Securities. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock a Holder would
have held on a given day had it converted its Securities. 
 (i) Limitation on Adjustments. Except as stated in this
Section 4.04, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of the Common Stock or such
convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.04(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion
Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split, share combination or readjustment). 

In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: 

(1) on account of stock repurchases that are not tender offers referred to in Section 4.04(e) hereof, including structured or derivative
transactions, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; 
 (2) 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; 
 (3) 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, program or agreement of or assumed by the Company or any of its Subsidiaries; 

(4) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security
not described in the preceding clause (3) and outstanding as of the date the Securities were first issued; 
 (5) for a change in the par
value of the Common Stock; 
 (6) for accrued and unpaid interest on the Securities, if any; or 

(7) for an event otherwise requiring an adjustment under the Indenture if such event is not consummated. 

(j) For purposes of this Section 4.04, the number of shares of Common Stock at any time outstanding shall not include shares 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 issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. 
 (k) Withholding on Adjustments. If, in connection with any adjustment to the Conversion
Rate as set forth in this Section 4.04, a Holder shall be deemed for U.S. federal tax purposes to have received a distribution and the Company reasonably believes it is required to collect withholding tax with respect to any such deemed
distribution, the Company may withhold from cash payments of interest in accordance with the provisions of Section 2.04 hereof or from cash and Common Stock, if any, otherwise deliverable to a Holder upon a conversion of Securities in
accordance with the provisions of Section 4.03 hereof or repurchase of a Security in accordance with the provisions of Article 3 hereof. 

Section 4.05 Other Adjustments. 

(a) Adjustments of Prices. Whenever any provision of the Indenture requires the Company to calculate the Last Reported Sale Prices, the
Daily VWAPs or any function thereof over a span of multiple days (including during an Observation Period), the Company will 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 Effective Date, Ex-Dividend Date or Offer Expiration Date of the event occurs, at any time during the period when such Last Reported Sale Prices,
the Daily VWAPs or function thereof is to be calculated. 

  
 25 








 (b) Voluntary Adjustments. To the extent permitted by applicable law, the Company is
permitted to increase the Conversion Rate of the Securities 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. The Company may also (but
is not required to) increase the Conversion Rate to avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar
event. 
 Section 4.06 Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change. 

(a) Increase in the Conversion Rate. If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Securities in
connection with such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for the Securities so surrendered for conversion by a number of additional shares of Common Stock (the
“Additional Shares”), as described in this Section 4.06. A conversion of Securities shall be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the relevant Conversion Notice
is received by the Conversion Agent during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Close of Business on the Business Day immediately prior to the related Fundamental Change
Purchase Date or, if such Make-Whole Fundamental Change is not a Fundamental Change, the 35th Business Day immediately following the Effective Date for such Make-Whole Fundamental Change. 

(b) Cash Mergers. Notwithstanding anything to the contrary herein, if the consideration paid for the Common Stock in any Make-Whole
Fundamental Change described in clause (2) of the definition of Fundamental Change is comprised entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the Settlement Amount
shall be calculated based solely on the Stock Price for such Make-Whole Fundamental Change and shall, for each $1,000 principal amount of Securities converted, be deemed to be an amount of cash equal to the product of (i) the Conversion Rate in
effect on the applicable Conversion Date (as increased by any number of Additional Shares required by this Section 4.06) multiplied by (ii) such Stock Price. In such event, the Company will determine the Settlement Amount and
pay such amount of cash to a converting Holder on the third Business Day following the applicable Conversion Date. Otherwise, the Company will settle any conversion of the Securities following the Effective Date for a Make-Whole Fundamental
Change in accordance with Section 4.02 hereof (but subject to Section 4.07 hereof). 
 (c) Determining the Number of Additional
Shares. The number of Additional Shares, if any, by which the Conversion Rate will be increased for a Holder that converts its Securities in connection with a Make-Whole Fundamental Change shall be determined by reference to the table
attached as Schedule A hereto, 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 paid) per share
of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (2) 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 ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the
Effective Date of the Make-Whole Fundamental Change. 
 (d) Interpolation and Limits. The exact Stock Prices and Effective Dates
may not be set forth in the table in Schedule A, in which case: 
 (1) If the Stock Price is between two Stock Prices in the table or
the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will 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. 

(2) If the Stock Price is greater than $45.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column
headings of the table in Schedule A pursuant to Section 4.06(d)(4) hereof), the Conversion Rate shall not be increased. 

  
 26 








 (3) If the Stock Price is less than $31.50 per share (subject to adjustment in the same manner as
the Stock Prices set forth in the column headings of the table in Schedule A pursuant to Section 4.06(d)(4) hereof), the Conversion Rate shall not be increased. 

Notwithstanding the foregoing, in no event will the Conversion Rate be increased on account of a Make-Whole Fundamental Change to exceed
31.7460 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate is required to be adjusted as set forth in Section 4.04 hereof. 

(4) The Stock Prices set forth in the column headings of the table in Schedule A hereto shall be adjusted as of any date on which the
Conversion Rate of the Securities is otherwise required to be 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
Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table shall be adjusted in the
same manner and at the same time as the Conversion Rate is required to be adjusted as set forth in Section 4.04. 
 (e)
Notices. The Company shall notify the Holders of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date. 

Section 4.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. 

(a) Merger Events. In the case of: 

(1) any recapitalization, reclassification or change of the Common Stock (other than a change in par value, or from par value to no par value,
or from no par value to par value, or as a result of a split, subdivision or combination for which an adjustment is made pursuant to Section 4.04(a) hereof); 

(2) any consolidation, merger or combination involving the Company; 

(3) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an
entirety; or 
 (4) any statutory share exchange; 

and, 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,” any such stock, other securities, other property or assets, “Reference Property,” and the amount of kind of Reference Property that a
holder of one share of Common Stock (i) is entitled to receive in the applicable Merger Event or (ii) if, as a result of the applicable Merger Event, each share of Common Stock is converted into the right to receive more than a single type
of consideration (determined based in part upon any form of stockholder election), the per-share of Common Stock weighted average of the types and amounts of Reference Property received by the holders of
Common Stock that affirmatively make such an election, a “Unit of Reference Property”) then, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Securities based on a number of shares of
the Common Stock equal to the applicable Conversion Rate will, without the consent of the Holders, be changed into a right to convert each $1,000 principal amount of Securities based on a number of Units of Reference Property equal to the applicable
Conversion Rate 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 (which shall comply with the Trust Indenture
Act as in force at the date of execution of such supplemental indenture) providing for such change in the right to convert each $1,000 principal amount of Securities; provided, however, that the Company shall continue to determine the
form of consideration to be paid or delivered, as the case may be, pursuant to Section 4.03 and (i) any amount payable in cash upon conversion of the Securities in accordance with Sections 4.03 and 4.06 hereof shall continue to be payable
in cash, (ii) the number of shares of Common Stock that the Company would have been required to deliver upon conversion of the Securities in accordance with Sections 4.03 and 4.06 hereof shall instead be deliverable in Units of Reference
Property and (iii) the Daily VWAP will, to the extent reasonably possible, be calculated based on the value of a Unit of Reference Property and the definitions of Trading Day and Market Disruption Event shall be determined by reference to the
components of a Unit of Reference Property; provided, further, that if the holders receive only cash in such Merger Event, (i) the consideration due shall be solely in 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 4.06), multiplied by the price paid per share of Common Stock in such Merger Event and (ii) settlement will occur on the third Business Day immediately
following the Conversion Date. 

  
 27 








 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) as contemplated by the preceding paragraph such that a Unit of Reference Property is comprised of the
per-share of Common Stock weighted average of the types and amounts of consideration received by the holders of the Common Stock in the Merger Event that affirmatively make such an election, the Company shall
notify Holders of the weighted average as soon as practicable after such determination is made. 
 The Company shall not become a party to
any Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture described in the second immediately preceding paragraph shall provide for adjustments which shall be as nearly equivalent to the
adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such Merger Event, the Reference Property receivable thereupon by a holder of
Common Stock 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 Person, as the case may be, in such Merger Event, then such supplemental
indenture shall also be executed by such other Person. 
 (b) Notice of Supplemental Indentures. The Company shall cause notice
of the execution of any supplemental indenture entered into pursuant to Section 4.07(a) above to be either mailed to each Holder at the address of such Holder as it appears on the register of the Securities maintained by the Security Registrar
or sent electronically to each Holder in accordance with Applicable Procedures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above
provisions of this Section 4.07 shall similarly apply to successive Merger Events. 
 Section 4.08 Stock Issued Upon
Conversion. 
 (a) Reservation of Shares. To the extent necessary to satisfy its obligations under the Indenture, prior to
issuing any shares of Common Stock, the Company will reserve out of its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion of the Securities. 

(b) Certain other Covenants. The Company covenants that all shares of Common Stock that may be issued upon conversion of Securities
shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other
than those created by the Holder or due to a change in registered owner). 
 The Company shall list or cause to have quoted any shares of
Common Stock to be issued upon conversion of Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is
then listed or quoted. 
 Section 4.09 Responsibility of Trustee. The Trustee and any Conversion Agent shall not at any
time be under any duty or responsibility to any Holder of Securities to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion Rate, or to confirm the accuracy of any such
adjustment when made or the appropriateness of 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 other securities or property that may at any time be issued or delivered upon the conversion of any Securities; and the Trustee and the 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 4. The rights, privileges, protections,
immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including its
capacity as Conversion Agent. 
 Section 4.10 Notice to Holders. 

(a) Notice to Holders Prior to Certain Actions. The Company shall deliver notices of the events specified below at the times
specified below and containing the information specified below unless, in each case, (i) pursuant to the Indenture, the Company is already required to deliver notice of such event containing at least the information specified below at an
earlier time or, (ii) the Company, at the time it is required to deliver a notice, does not have knowledge of all of the information required to be included in such notice, in which case, the Company shall (A) deliver notice at such time
containing only the information that it has knowledge of 

  
 28 








 
at such time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining knowledge of any such information not already included in a notice delivered by the
Company, deliver notice to each Holder containing such information. In each case, the failure by the Company to give such notice, or any defect therein, shall not affect the legality or validity of such event. 

(1) Issuances, Distributions, and Dividends and Distributions. If the Company (A) announces any issuance of any rights,
options or warrants that would require an adjustment in the Conversion Rate pursuant to Section 4.04(b) hereof; (B) authorizes any distribution that would require an adjustment in the Conversion Rate pursuant to
Section 4.04(c) hereof (including any separation of rights from the Common Stock described in Section 4.04(g) hereof); or (C) announces any dividend or distribution that would require an adjustment in the Conversion Rate
pursuant to Section 4.04(d) hereof, then the Company shall deliver to the Holders, as promptly as possible, but in any event at least 15 calendar days prior to the applicable Ex-Dividend Date, notice
describing such issuance, distribution, dividend or distribution, as the case may be, and stating the expected Ex-Dividend Date and record date for such issuance, distribution, dividend or distribution, as the
case may be. In addition, the Company shall deliver to the Holders notice if the consideration included in such issuance, distribution, dividend or distribution, or the Ex-Dividend Date or record date of
such issuance, distribution, dividend or distribution, as the case may be, changes. 
 (2) Voluntary Increases. If the Company
increases the Conversion Rate pursuant to Section 4.05(b), the Company shall deliver notice to the Holders at least 15 calendar days prior to the date on which such increase will become effective, which notice shall state the date on which such
increased will become effective and the amount by which the Conversion Rate will be increased. 
 (3) Dissolutions, Liquidations and Winding-Ups. If there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall deliver notice to the Holders at promptly
as possible, but in any event at least 15 calendar days prior to the earlier of (i) the date on which such dissolution, liquidation or winding-up, as the case may be, is expected to become effective or
occur, and (ii) the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding-up, as the case may be, which notice shall state the expected effective date and record date for such event, as applicable, and the amount and kind of property that a holder of one share of the Common Stock
is expected to be entitled, or may elect, to receive in such event. The Company shall deliver an additional notice to holders, as promptly as practicable, whenever the expected effective date or record date, as applicable, or the amount and
kind of property that a holder of one share of the Common Stock is expect to be entitled to receive in such event, changes. 
 (b) Notices
After Certain Actions and Events. Whenever an adjustment to the Conversion Rate becomes effective pursuant to Sections 4.04, 4.05 or 4.06 hereof, the Company will (i) file with the Trustee an Officers’ Certificate stating that
such adjustment has become effective, the Conversion Rate, and the manner in which the adjustment was computed and (ii) deliver notice to the Holder’s stating that such adjustment has become effective and the Conversion Rate or conversion
privilege as adjusted. Failure to give any such notice, or any defect therein, shall not affect the validity of any such adjustment. 

Section 4.11 Limit on Issuance of Shares of Common Stock Upon Conversion. Notwithstanding anything to the contrary in this
Supplemental Indenture, if an event occurs that would result in an increase in the Conversion Rate by an amount in excess of limitations imposed by The New York Stock Exchange, the Company shall, at its option, either obtain stockholder approval of
any issuance of Common Stock upon conversion of the Notes in excess of such limitations or pay cash in lieu of delivering any shares of Common Stock otherwise deliverable upon conversions in excess of such limitations based on the Daily VWAP for
each Trading Day of the relevant Observation Period in respect of which, in lieu of delivering shares of Common Stock, the Company pays cash pursuant to this Section 4.11. 

ARTICLE 5 

PARTICULAR COVENANTS OF THE COMPANY 

Section 5.01 Payment of Principal, Interest and Fundamental Change Purchase Price. This Section 5.01
shall replace Section 4.01 of the Base Indenture in its entirety. 
 The Company covenants and agrees that it will cause to be paid the
principal of (including the Fundamental Change Purchase Price), and accrued and unpaid interest, if any, on each of the Securities at the places, at the respective times and in the manner provided herein and in the Securities. 

  
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 Each of the Company and the Trustee agrees to cooperate and to provide the other, at the request
of the other, with such information as each may have in its possession to enable the determination of whether any payments pursuant to the Indenture are subject to the withholding requirements described in Section 1471(b) of the US Internal
Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof. 

Section 5.02 Maintenance of Office or Agency. This Section 5.02 replaces Section 4.02 of the Base Indenture in its
entirety and references in the Base Indenture to Section 4.02 of the Base Indenture shall be deemed replaced with references to this Section 5.02. 

The Company will maintain in the Borough of Manhattan, The City of New York, an office of the Paying Agent, an office of the Security
Registrar and an office or agency where Securities may be surrendered for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Securities and the Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. 

The Company may also from time to time designate coregistrars one or more other offices or agencies where the Securities 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
Borough of Manhattan, The City of New York, 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, Security Registrar, Custodian, Conversion Agent and the Corporate Trust Office, which shall be in the continental United States, shall be considered as one such office or agency of
the Company for each of the aforesaid purposes. 
 With respect to any Global Security, the Corporate Trust Office of the Trustee or any
Paying Agent shall be the Place of Payment where such Global Security may be presented or surrendered for payment or conversion or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor;
provided, however, that any such payment, conversion, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of
Payment for such Global Security in accordance with the provisions of the Indenture. 
 Section 5.03 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 of the Base Indenture, a Trustee, so that there shall at all times be a
Trustee hereunder. 
 Section 5.04 Provisions as to Paying Agent. This Section 5.04 shall replace Section 4.03 of
the Base Indenture in its entirety and references in the Base Indenture to Section 4.03 of the Base Indenture shall be deemed replace with references to this Section 5.04. 

(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 5.04: 
 (1) that it
will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, and the Fundamental Change Purchase Price for, the Securities in trust for the benefit of the holders of the Securities; 

(2) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal of, accrued and unpaid
interest, if any, on, or the Fundamental Change Purchase Price for, the Securities when the same shall be due and payable; and 

  
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 (3) 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 of,
accrued and unpaid interest, if any, on, and Fundamental Change Purchase Price for, the Securities, deposit with the Paying Agent a sum sufficient to pay such principal, accrued and unpaid interest, or Fundamental Change Purchase Price, as the case
may be, and (unless 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
10:00 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 of, accrued and unpaid interest, if any, on, or Fundamental Change Purchase Price for, the Securities, set aside, segregate and hold in trust for the benefit of the holders of the Securities a sum sufficient to pay such
principal, accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, as the case may be, 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 of, accrued and unpaid interest on, or Fundamental Change Purchase Price for, the Securities when the same shall become due and payable. 

(c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of the Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 5.04, such sums to be held by the
Trustee upon the trusts herein contained and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. 

Section 5.05 Reports. This Section 5.05 will replace Section 5.03 of the Base Indenture in its entirety. 

The Company will file with the Trustee, within 15 days after it is required to file the same with the SEC, copies of the quarterly and annual
reports and of the information, documents and other reports, if any, that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and to otherwise comply with Section 314(a) of the Trust Indenture
Act. Any such report, information or document that the Company files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be delivered to the Trustee for the purposes of this Section 5.05 at the time of such
filing through the EDGAR system (or such successor thereto). 
 Delivery of any such reports, information and documents to the Trustee shall
be for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute actual or 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 rely exclusively on Officers’ Certificates). 

Section 5.06 Statements as to Defaults. The Company shall deliver to the Trustee, as soon as possible, and in any event
within thirty days after the Company becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate setting forth the details of such Default or Event of Default, its status and the action that the Company proposes
to take with respect thereto. Such Officers’ Certificate shall also comply with any additional requirements set forth in Section 13.06 of the Base Indenture. 

Section 5.07 Supplementary Interest Notice. If Supplementary Interest is payable by the Company pursuant to Section 6.04
hereof, the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (a) the amount of such Supplementary Interest that is payable and (b) the date on which such interest is payable. Unless and until a
Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Supplementary Interest is payable. If the Company has paid Supplementary Interest directly to the
Persons entitled to them, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment. 

Section 5.08 Covenant to Take Certain Actions. Before taking any action which would cause an adjustment to the Conversion
Rate such that the Conversion Price per share of Common Stock issuable upon conversion of the Securities would be less than the par value of the Common Stock, the Company shall take all corporate actions that may, in the opinion of its counsel, be
necessary so it may validly and legally issue shares of Common Stock at such adjusted Conversion Rate. 

  
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 ARTICLE 6 

REMEDIES 

Section 6.01 Amendments to the Base Indenture. 

(a) The Holders shall not have the benefit of Article VI of the Base Indenture and, with respect to the Securities, this Article 6
supersedes Article VI of the Base Indenture in its entirety. 
 (b) The references to Section 6.01(a)(4) and
Section 6.01(a)(5) in Section 7.06(c) of the Base Indenture is, with respect to the Securities, hereby deemed replaced by a reference to Section 6.02(h) and Section 6.02(i) hereof, respectively. 

(c) The reference to Section 6.01(a)(3) in Section 11.03(b) of the Base Indenture is, with respect to the Securities, hereby deemed
replaced by a reference to Section 6.02(c) hereof. 
 Section 6.02 Events of Default. Each of the following events (and
only the following events) shall be an “Event of Default” wherever used with respect to the Securities: 
 (a) failure to
pay the principal of any Security (including the Fundamental Change Purchase Price) when due and payable on the Maturity Date, upon required repurchase, upon declaration of acceleration or otherwise; 

(b) failure to pay interest when due and such failure continues for 30 days; 

(c) failure to observe or perform any other covenant contained in the Securities or the Indenture and such failure continues for 60 days after
the Company receives written notice from the Trustee or Holders of at least 25% of the aggregate principal amount of the Securities; 
 (d)
failure by the Company to comply with its obligations under Article 4 hereof to convert the Securities into the amount of cash or the combination of cash and shares of Common Stock, if any, determined in accordance with Article 4 hereof
upon exercise of a Holder’s conversion right and that failure continues for five Business Days; 
 (e) failure by the Company to comply
with its obligations under Article X of the Base Indenture; 
 (f) failure by the Company to issue a notice in accordance with the
provisions of Section 4.01(b)(3) hereof or Section 3.02(b) hereof when due; 
 (g) failure by the Company to pay beyond any
applicable grace period, or the acceleration of, indebtedness of the Company or any of the Company’s Subsidiaries in an aggregate amount greater than $50.0 million (or its foreign currency equivalent at the time); 

(h) the Company shall commence a voluntary case or other proceeding seeking the liquidation, reorganization or other relief with respect to the
Company 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 substantial part of the
Company’s 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 shall fail generally to pay its debts as they become due; and 
 (i) an involuntary case or other proceeding shall be commenced
against the Company seeking liquidation, reorganization or other relief with respect to the Company 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 substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty consecutive days. 

Section 6.03 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 

  
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body), then, and in each and every such case (other than an Event of Default specified in Section 6.02(h) or Section 6.02(i)), unless the principal of all of the Securities shall have
already become due and payable, either the Trustee or the holders of at least 25% in aggregate principal amount of the Securities, by notice in writing to the Company (and to the Trustee if given by the Holders), may declare the unpaid principal of
and accrued interest, if any, due and payable immediately. If an Event of Default specified in Section 6.02(h) or Section 6.02(i) occurs and is continuing, then all unpaid principal amounts and accrued interest, if any, shall
immediately become due and payable, without any action by the Trustee or any Holder of Securities. 
 Section 6.04 Supplementary
Interest. 
 (a) Notwithstanding any provisions of the Indenture to the contrary, if the Company so elects, the sole remedy for an Event
of Default relating to (i) the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that it is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act, or (ii) the Company’s failure to comply with Section 5.05 hereof (a “Reporting Event of Default”), will, 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 Securities (the “Supplementary Interest”) at a rate equal to (i) 0.25% per annum of the Outstanding principal amount of the Securities for each
day during the 185-day period on which such Event of Default is continuing beginning on, and including, the date on which such an Event of Default first occurs and (ii) 0.50% per annum of the Outstanding
principal amount of the Securities for each day during the 180-day period on which such Event of Default is continuing beginning on, and including the 186th
day on which such Event of Default is continuing. If the Company so elects, such Supplemental Interest will be payable in the same manner and on the same dates as the stated interest payable on the Securities. On the 366th day after such Event of
Default (if the Reporting Event of Default is not cured or waived prior to such 366th day), the Securities will be subject to acceleration pursuant to Section 6.03. The provisions of this Section 6.04 will not affect the rights of Holders
of Securities in the event of the occurrence of any Event of Default that is not a Reporting Event of Default. In the event the Company does not elect to pay the Supplemental Interest following an Event of Default in accordance with this
Section 6.04 or the Company elected to make such payment but do not pay the Supplemental Interest when due, the Securities will be immediately subject to acceleration as provided in Section 6.03. 

(b) In order to elect to pay the Supplemental Interest as the sole remedy during the first 365 days after the occurrence of an Reporting Event
of Default, the Company must notify all Holders of Securities, the Trustee and the Paying Agent of such election prior to the beginning of such 365-day period. Upon the Company’s failure to timely give
such notice, the Securities will be immediately subject to acceleration as provided in Section 6.03. 
 Section 6.05 Waiver of
Past Defaults. The Trustee may withhold notice to the Holders of Securities of any Default or Event of Default, except a Default or Event of Default relating to the payment of principal or interest or the failure to deliver the
consideration due upon conversion, if it determines that withholding such notice is in the Holders’ interest. The Holders of a majority in principal amount of the Securities may waive any Default or Event of Default with respect to the
Securities and its consequences, except a continuing Default or Event of Default in the payment of principal or interest on the Securities or the failure to deliver the consideration due upon conversion. Any such waiver shall cure such Default or
Event of Default. 
 Section 6.06 Control by Majority. At any time, the Holders of a majority of the aggregate principal
amount of the then Outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or for exercising any trust or power conferred on the Trustee, with respect to the Securities,
provided that: 
 (a) the Trustee may refuse to follow any direction that conflicts with law or the Indenture; 

(b) the Trustee may take any other action deemed proper by it which is not inconsistent with such direction; and 

(c) subject to the Trustee’s duties under the Trust Indenture Act, the Trustee need not take any action that might involve it in personal
liability or might be unduly prejudicial to the Holders not involved in the proceeding. 
 Prior to taking any action hereunder, the Trustee
will be entitled to indemnification reasonably satisfactory to it against all losses and expenses caused by taking or not taking such action. 

Section 6.07 Limitation on Suits. A Holder of the Securities will only have the right to institute a proceeding under the
Indenture or to appoint a receiver or trustee, or to seek other remedies if: 

  
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 (a) the Holder has delivered to the Trustee written notice that an Event of Default has occurred
and is continuing with respect to the Securities; 
 (b) the Holders of at least 25% of the aggregate principal amount of the Securities have
made written request, and such Holders have offered indemnity to the Trustee satisfactory to the Trustee to institute such proceedings as Trustee; and 

(c) the Trustee does not institute such proceeding, and does not receive from the Holders of a majority in the aggregate principal amount of
the Outstanding Securities other conflicting directions within 60 days after such notice, request and offer. 
 A Holder may not use the
Indenture to prejudice the rights of any other Holder or to obtain a preference or priority over any other Holder, it being understood that the Trustee does not have any affirmative duty to ascertain whether any usage of the Indenture by a Holder is
unduly prejudicial to such other Holders. 
 Section 6.08 Rights of Holders to Receive Payment and to Convert. Notwithstanding
anything to the contrary elsewhere in the Indenture, the right of any Holder to receive payment of the principal of, interest on, Fundamental Change Purchase Price for, its Securities, on or after the respective due date, and to convert its
Securities and receive payment or delivery of the consideration due with respect to such Securities in accordance with Article 4 hereof, or to bring suit for the enforcement of any such payment or conversion rights, will not be impaired or affected
without the consent of such Holder and will not be subject to the requirements of Section 6.07 hereof. 
 Section 6.09
Collection of Indebtedness; Suit for Enforcement by Trustee. If an Event of Default specified in Section 6.02(a), 6.02(b) or 6.02(c) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own
name and as trustee of an express trust against the Company for the whole amount of principal of, interest on, Fundamental Change Purchase Price for, and the amount of cash or the combination of cash and shares of Common Stock, if any, as the case
may be, due upon the conversion of, the Securities, as the case may be, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, as well as any other amounts that may be due under Section 7.06 of the Base Indenture. 

Section 6.10 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims
under the Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such 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 in respect of which such judgment has been recovered. 
 Section 6.11 Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable to have the claims of the Trustee and the Holders allowed in any judicial
proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, will be entitled to collect, receive and distribute any money or other property payable or deliverable on any such claims,
and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and, in the event that the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 of the Base Indenture. To the extent that the payment of any
such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 of the Base Indenture out of the estate in any such proceeding, will be denied for any
reason, payment of the same will be secured by a lien on, and is paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to, or to accept or to adopt on behalf of any Holder, any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.12 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under the Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding
had been instituted. 

  
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 Section 6.13 Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.07 of the Base Indenture, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 6.14 Delay or Omission Not a Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right 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 may be deemed expedient by the Trustee (subject to the limitations contained in the Indenture) or by the Holders, as the case may be. 

Section 6.15 Priorities. If the Trustee collects any money pursuant to this Article 6, it will pay out the money in the
following order: 
 FIRST: to the Trustee, its agents and attorneys for amounts due under Section 7.06 of the Base Indenture, including
payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

SECOND: to the Holders, for any amounts due and unpaid on the principal of, accrued and unpaid interest on, Fundamental Change Purchase Price
for, and any cash due upon conversion of, any Security, without preference or priority of any kind, according to such amounts due and payable on all of the Securities; and 

THIRD: the balance, if any, to the Company or to such other party as a court of competent jurisdiction directs. 

The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 6.15. If the Trustee so
fixes a record date and a payment date, at least 15 days prior to such record date, the Company will deliver to each Holder and the Trustee a written notice, which notice will state such record date, such payment date and the amount of such payment.

 Section 6.16 Undertaking for Costs. All parties to the Indenture agree, and each Holder, by such Holder’s
acceptance of a Security, 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 the 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, 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, however, that the provisions of this Section 6.16 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 aggregate principal amount of the Securities then Outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of, accrued and unpaid interest, if any, on, or Fundamental Change Purchase Price for, any Security on or after the due date expressed or provided for in the Indenture or to any suit for the enforcement of the right to convert any Security
in accordance with the provisions of Article 4 hereof. 
 Section 6.17 Waiver of Stay, Extension and Usury Laws. The
Company covenants that, to the extent that it may lawfully do so, it will 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 wherever enacted, now or at any
time hereafter in force, that may affect the covenants or the performance of the Indenture; and the Company, to the extent that 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 instead suffer and permit the execution of every such power as though no such law has been enacted. 

Section 6.18 Notices from the Trustee. Notwithstanding anything to the contrary in the Base Indenture, whenever a Default
occurs and is continuing and is known to the Trustee, the Trustee must deliver notice of such Default to the Holders within 90 days after the date on which such Default first occurred. Except in the case of a Default in the payment of the principal
of, interest on, or Fundamental Change Purchase Price for, any Security or of a Default in the payment or delivery, as the case may be, of the consideration due upon conversion of a Security, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders. 

  
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 ARTICLE 7 

SATISFACTION AND DISCHARGE 

Section 7.01 Inapplicability of Provisions of Base Indenture; Satisfaction and Discharge of the Indenture. Article XI of the
Base Indenture shall not apply with respect to the Securities. The provisions set forth in this Article 7 shall, with respect to the Securities, supersede in their entirety Article XI of the Base Indenture. The references to
Section 11.05 in Section 4.03(c) and Section 7.05 of the Base Indenture are, with respect to the Securities, hereby deemed replaced by a reference to Section 7.03 hereof. 

When (a) the Company shall deliver to the Security Registrar for cancellation all Securities theretofore authenticated (other than any
Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or
delivered to the Trustee for cancellation shall have (1) become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and/or (2) been converted (and the related Settlement
Amounts have been determined) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash or the combination of cash and shares of Common Stock, if any, as the case may be (solely to settle
amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of such Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other
Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation and/or settle all conversions, as the case may be, including principal and interest due, accompanied, except in the event
the Securities are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from a firm of nationally recognized independent
certified accountants or other financial professionals, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect (except as to (i) rights
hereunder of Holders to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of the Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses
of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Securities. 

Section 7.02 Deposited Monies to Be Held in Trust by Trustee. Subject to Section 7.04 hereof, all monies and shares of
Common Stock, if any, deposited with the Trustee pursuant to Section 7.01 hereof shall be held in trust for the sole benefit of the Holders of the Securities, and such monies and shares of Common Stock shall be applied by the Trustee to the
payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to the Holders of the particular Securities for the payment or settlement of which such monies or shares of Common Stock have been
deposited with the Trustee, of all sums or amounts due and to become due thereon for principal and interest, if any. 
 Section 7.03
Paying Agent to Repay Monies Held. Upon the satisfaction and discharge of the Indenture, all monies and shares of Common Stock, if any, then held by any Paying Agent (if other than the Trustee) shall, upon written request of the Company,
be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such monies and shares of Common Stock. 

Section 7.04 Return of Unclaimed Monies. Subject to the requirements of applicable law, any monies and shares of Common Stock
deposited with or paid to the Trustee for payment of the principal of or interest, if any, on the Securities and not applied but remaining unclaimed by the Holders of the Securities for two years after the date upon which the principal of or
interest, if any, on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on demand, and all liability of the Trustee shall thereupon cease with respect to such monies and shares of
Common Stock; and the Holder shall thereafter look only to the Company for any payment or delivery that such Holder may be entitled to collect unless an applicable abandoned property law designates another person. 

Section 7.05 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money or shares of Common Stock in
accordance with Section 7.02 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Securities shall
be revived and reinstated as though no deposit had occurred pursuant to Section 7.01 until such time as the Trustee or the Paying Agent is 

  
 36 








 
permitted to apply all such money and shares of Common Stock in accordance with Section 7.02; provided, however, that if the Company makes any payment of interest on, principal
of or payment or delivery in respect of any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or shares of Common Stock, if
any, held by the Trustee or Paying Agent. 
 ARTICLE 8 

SUPPLEMENTAL INDENTURES 

Section 8.01 Supplemental Indentures Without Consent of Holders. Section 9.01 of the Base Indenture shall not apply with
respect to the Securities, and this Section 8.01 shall replace Section 9.01 of the Base Indenture in its entirety. 
 Without the
consent of any Holder, the Company (when authorized by a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following
purposes: 
 (a) to cure any ambiguity, defect or inconsistency under the Indenture or the Securities; 

(b) to evidence the succession by a successor company and to provide for the assumption by a successor company of the Company’s
obligations under the Indenture as set forth in Article X of the Base Indenture; 
 (c) to add to the Company’s covenants, restrictions,
conditions or provisions for the benefit of the Holders of all or any Outstanding Securities; 
 (d) to add any additional Events of Default
for the benefit of the Holders of all or any Outstanding Securities; 
 (e) to change anything that does not materially adversely affect the
interests of any Holder of Securities; 
 (f) to evidence and provide for the acceptance of appointment of a successor Trustee; 

(g) to comply with the Applicable Procedures of the Depositary; 

(h) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act; or 
 (i) to conform the text of the Indenture or the Securities to the “Description of the Notes” section of the
Prospectus Supplement and the “Description of Debt Securities” section of the accompanying Prospectus. 
 Section 8.02
Supplemental Indentures With Consent of Holders. Section 9.02 of the Base Indenture shall not apply with respect to the Securities, and this Section 8.02 shall replace Section 9.02 of the Base Indenture in its entirety.

 With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities affected by such
supplemental indenture, including without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, Securities and by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may 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 the Indenture or of modifying in any
manner the rights of the Holders under the Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 

(a) extend the fixed maturity of the Securities; 

(b) reduce the principal amount, reduce the rate of or extend the time of payment of interest of any Securities; 

(c) change any of the Company’s obligations to pay Additional Amounts; 

(d) reduce the amount of principal payable upon acceleration of the maturity of the Securities; 

  
 37 








 (e) change the currency in which the Securities or any interest thereon is payable; 

(f) impair the right to enforce any payment on or with respect to any Security; 

(g) make any change that impairs or adversely affects the conversion rights of any Securities; 

(h) reduce the Fundamental Chance Purchase Price of any Security or amend or modify in any manner adverse to the rights of the Holders of the
Securities the Company’s obligation to pay the Fundamental Chance Purchase Price, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; 

(i) make any change to the rank or seniority of the Securities in a manner that is adverse to the rights of the Holders of the Securities; or

 (j) reduce the percentage in principal amount of outstanding notes, the consent of whose Holders is required for modification or amendment
of the Indenture or Securities or for waiver of compliance with certain provisions of the Indenture or for waiver of certain Defaults; 
 (k)
reduce the requirements contained in the Indenture for quorum or voting; or 
 (l) modify any of the above provisions. 

It shall not be necessary for any Act or consent of Holders under this Section 8.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to
any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 
 Section 8.03
Notice of Amendment or Supplement. After an amendment or supplement under this Article 8 becomes effective, the Company shall send to the Holders a notice briefly describing such amendment or supplement. However, the failure to
give such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment or supplement.

ARTICLE 9 

MISCELLANEOUS 

Section 9.01 Effect on Successors and Assigns. Notwithstanding Section 2.09 of the Base Indenture, all agreements of the
Company, the Trustee, the Security Registrar, the Paying Agent and the Conversion Agent in the Indenture and the Securities will bind their respective successors. 

Section 9.02 Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE AND THE SECURITIES. 
 Section 9.03 No Security Interest Created. Nothing in the Indenture or in the Securities,
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 9.04 Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern the Indenture, the latter provision shall control. If any provision of the Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified
or excluded, the latter provision shall be deemed to apply to the Indenture as so modified or to be excluded, as the case may be. 

  
 38 








 Section 9.05 Benefits of Supplemental Indenture. Notwithstanding anything to the
contrary in Section 2.09 of the Base Indenture, nothing in this Supplemental Indenture or in the Securities, expressed or implied, will give to any Person, other than the parties hereto, any Paying Agent, any Conversion Agent, any
Authenticating Agent, any Security Registrar or their successors hereunder or the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture. 

Section 9.06 Calculations. Except as otherwise provided in the Indenture, the Company shall be responsible for making all
calculations called for under the Securities. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, accrued interest payable on the Securities and the Conversion Rate. 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 Securities. The Company shall provide a schedule of its calculations to each of the
Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s
calculations to any Holder upon the request of that Holder at the sole cost and expense of the Company. 
 Whenever the Company is required
to calculate the Conversion Rate, the Company will do so to the nearest 1/10,000th of a share of Common Stock. 
 Section 9.07
Execution in Counterparts. This Supplemental 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. 

Section 9.08 Notices. The Company or the Trustee, by notice given to the other in the manner provided in Section 13.03
of the Base Indenture, may designate additional or different addresses for subsequent notices or communications. 
 Notwithstanding anything
to the contrary in the Base Indenture, whenever the Company is required to deliver notice to the Holders, the Company will, by the date it is required to deliver such notice to the Holders, deliver a copy of such notice to the Trustee, the Paying
Agent, the Security Registrar and the Conversion Agent. Each notice to the Trustee, the Paying Agent, the Security Registrar and the Conversion Agent shall be sufficiently given if in writing and mailed, first-class postage prepaid to the
address most recently sent by the Trustee, the Paying Agent, the Security Registrar or the Conversion Agent, as the case may be, to the Company. 

Section 9.09 Ratification of Base Indenture. The Base Indenture, as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein provided. For the avoidance of doubt, each of the Company and each Holder of Securities, by its
acceptance of such Securities, acknowledges and agrees that all of the rights, privileges, protections, immunities and benefits afforded to the Trustee under the Base Indenture are deemed to be incorporated herein, and shall be enforceable by the
Trustee hereunder, in each of its capacities hereunder as if set forth herein in full. 
 Section 9.10 The Trustee. The
recitals in this Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the Securities and of this Supplemental Indenture as fully and with like effect as set forth in full herein. 

Section 9.11 No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company shall
have any liability for any obligations of the Company under the Securities, the Indenture or any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Security, waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Securities. 
 [Remainder of the
page intentionally left blank] 
  

  
 39 








 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

							
		 	 BLACKSTONE MORTGAGE TRUST, INC.
  

		 	By:	  	 /s/ Leon Volchyok

		 		  	Name:	  	Leon Volchyok
		 		  	Title:	  	Head of Legal and Compliance and Secretary
		 	  
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee
  

		 	By:	  	 /s/ R. Tarnas

		 		  	Name:	  	R. Tarnas
		 		  	Title:	  	Vice President

 [Signature Page to Supplemental Indenture] 







 SCHEDULE A 

The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased pursuant to Section 4.06
based on the Stock Price and Effective Date set forth below. 
  

																																																	
	 	 	Stock Price	 
	 Effective Date
	 	$31.50	 	 	$32.50	 	 	$33.50	 	 	$34.50	 	 	$35.50	 	 	$36.23	 	 	$36.50	 	 	$37.50	 	 	$38.50	 	 	$39.50	 	 	$40.50	 	 	$45.00	 
	 March 27, 2018
	 	 	4.1408	 	 	 	3.3305	 	 	 	2.6137	 	 	 	1.9881	 	 	 	1.4513	 	 	 	1.1145	 	 	 	1.0016	 	 	 	0.6347	 	 	 	0.3462	 	 	 	0.1314	 	 	 	0.0091	 	 	 	0.0000	 
	 March 15, 2019
	 	 	4.1408	 	 	 	3.2157	 	 	 	2.4961	 	 	 	1.8719	 	 	 	1.3408	 	 	 	1.0113	 	 	 	0.9011	 	 	 	0.5480	 	 	 	0.2751	 	 	 	0.0790	 	 	 	0.0049	 	 	 	0.0000	 
	 March 15, 2020
	 	 	4.1408	 	 	 	3.1803	 	 	 	2.4463	 	 	 	1.8122	 	 	 	1.2766	 	 	 	0.9484	 	 	 	0.8400	 	 	 	0.4984	 	 	 	0.2481	 	 	 	0.0790	 	 	 	0.0049	 	 	 	0.0000	 
	 March 15, 2021
	 	 	4.1408	 	 	 	3.1760	 	 	 	2.4155	 	 	 	1.7600	 	 	 	1.2101	 	 	 	0.8774	 	 	 	0.7685	 	 	 	0.4312	 	 	 	0.1943	 	 	 	0.0529	 	 	 	0.0032	 	 	 	0.0000	 
	 March 15, 2022
	 	 	4.1408	 	 	 	3.1640	 	 	 	2.3400	 	 	 	1.6400	 	 	 	1.0611	 	 	 	0.7223	 	 	 	0.6145	 	 	 	0.2963	 	 	 	0.0964	 	 	 	0.0041	 	 	 	0.0000	 	 	 	0.0000	 
	 March 15, 2023
	 	 	4.1408	 	 	 	3.1640	 	 	 	2.2454	 	 	 	1.3803	 	 	 	0.5637	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 








 EXHIBIT A 

[FORM OF FACE OF SECURITY] 
 [For
Global Securities, include the following legend: 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
  

			
	No.:	  	[ ]
	CUSIP:                    	  	09257W AC4
	ISIN:	  	US09257WAC47

 Principal Amount $[ ] 

[as revised by the Schedule of Increases 

and Decreases in the Global Security attached hereto](1) 

Blackstone Mortgage Trust, Inc. 

4.75% Convertible Senior Notes due 2023 

Blackstone Mortgage Trust, Inc., a Maryland corporation, promises to pay to [ ] [include “Cede &
Co.” for Global Security] or registered assigns, the principal amount of $[ ] on March 15, 2023 (the “Maturity Date”). 

Interest Payment Dates: March 15 and September 15, beginning on September 15, 2018. 

Regular Record Dates: March 1 and September 1. 

Additional provisions of this Security are set forth on the other side of this Security. 

 
  

	(1) 	Include for Global Securities only. 








 IN WITNESS WHEREOF, BLACKSTONE MORTGAGE TRUST, INC. has caused this instrument to be duly
signed. 
  

			
	 BLACKSTONE MORTGAGE TRUST, INC.
  

	By:	 	  

		 	Name:
		 	Title:
	  
 Dated:

 

	By:	 	  

		 	Name:
		 	Title:
	  
 Dated:










 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

The Bank of New York Mellon Trust Company, N.A., as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture. 

 

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 

	By:	 	  

		 	Authorized Signatory
		 	


			
	Dated:	 	  









 [FORM OF REVERSE OF NOTE] 

BLACKSTONE MORTGAGE TRUST, INC. 

4.75% Convertible Senior Notes due 2023 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued under a
Senior Debt Indenture dated as of November 25, 2013 (herein called the “Base Indenture”), and as further supplemented by the Third Supplemental Indenture, dated as of March 27, 2018 (herein called the
“Supplemental Indenture” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”) by and between the Company and The Bank of New York Mellon Trust Company, N.A., herein called the
“Trustee”, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Security is not subject to redemption at the option of the Company prior to the Maturity Date and does not benefit from a sinking fund. 

As provided in and subject to the provisions of the Indenture, upon the occurrence of a Fundamental Change, the Holder of this Security will
have the right, at such Holder’s option, to require the Company to purchase this Security, or any portion of this Security such that the principal amount of this Security that is not purchased equals $1,000 or an integral multiple of $1,000 in
excess thereof, on the Fundamental Change Purchase Date at a price equal to the Fundamental Change Purchase Price for such Fundamental Change Purchase Date. 

As provided in and subject to the provisions of the Indenture, the Holder hereof has the right, at its option (i) during certain periods
and upon the occurrence of certain conditions specified in the Indenture, prior to the Close of Business on the Business Day immediately preceding December 15, 2022, and (ii) on or after December 15, 2022, at any time prior to the
Close of Business on the second Scheduled Trading Day immediately preceding the Stated Maturity, to convert this Security or a portion of this Security such that the principal amount of this Security that is not converted equals $1,000 or an
integral multiple of $1,000 in excess thereof, into an amount of cash, shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, determined in accordance with Article 4 of the Supplemental Indenture. 

As provided in and subject to the provisions of the Indenture, the Company will make all payments in respect of the Fundamental Change
Purchase Price for, and the principal amount of, this Security to the Holder that surrenders this Security to the Paying Agent to collect such payments in respect of this Security. The Company will pay cash amounts in money of the United States
that at the time of payment is legal tender for payment of public and private debts. 
 The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities to be effected under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not
have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Security, the Holders of not less than 25% in principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default
as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or interest hereon or amounts due upon conversion on or after the respective due dates expressed herein. 
 No reference
herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal of (including the
Fundamental Change Purchase Price), interest on and the amount of cash, shares of Common Stock or combination of cash and shares of Common Stock, as the case may be, due upon conversion of, this Security at the time, place and rate, and in the coin
and currency, herein prescribed. 







 As provided in the Indenture and subject to certain limitations therein set forth, the transfer
of this Security is registrable in the Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same. 
 Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or Trustee may treat the Person in whose name the Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary. 
 No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other similar governmental charge payable in connection therewith. 

All defined terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. If
any provision of this Security limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. 







 ABBREVIATIONS 

The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out in
full 
  

							
	 TEN COM—as tenants in common
	  	 UNIF GIFT MIN ACT
	  	 Custodian
	  	
		  	  
	  		  	
		  	 (Cust)
	  		  	
	 TEN ENT -as tenants by the entireties
	  		  		  	
		  	  
	  		  	
		  	 (Minor)
	  		  	
	 JT TEN—as joint tenants with right of Survivorship and not as tenants in common
	  	 Uniform Gifts to Minors Act
	  		  	 (State)

		  		  	  
	  	

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







 ANNEX A 

[Include for Global Security] 

SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY 

Initial principal amount of Global Security: 
  

																	
	 Date
	  	Amount of
Increase in
principal
amount of
Global Security	 	  	Amount of
Decrease in
principal
amount of
Global Security	 	  	principal
amount of
Global Security
after Increase
or Decrease	 	  	Notation by
Security
Registrar or
Custodian	 
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			








 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 
 To:
Blackstone Mortgage Trust, Inc. 
 The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or a
portion hereof (which is such that the principal amount of the portion of this Security that will not be converted equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into an amount of cash, shares of Common Stock or
combination of cash and shares of Common Stock, as the case may be, in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon
conversion, together with any Securities representing any unconverted principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered Holder hereof unless a different name is indicated below. 

Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and
prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this
Security to be converted. If any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the
Indenture. 
 Principal amount to be converted (in an integral multiple of $1,000, if less than all): 

 

			
		 	  
  

Signature(s)
  

		 	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:
		 	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) another guarantee program
acceptable to the Trustee.
		 	    
		 	  
  

Signature Guarantee









 Fill in for registration of any shares of Common Stock and Securities if to be issued otherwise than to the
registered Holder. 
  

			
	  
 (Name)

 
	 	
	  
 (Address)

 
	 	
	Please print Name and Address	 	
	(including zip code number)	 	
	 Social Security or other Taxpayer
  
	 	
	Identifying Number
                                         
                       	 	








 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] 

To: Blackstone Mortgage Trust, Inc. 
 The undersigned
registered owner of this Security hereby acknowledges receipt of a notice from Blackstone Mortgage Trust, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the
Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Security (i) the entire principal amount of this
Security, or the portion thereof (that is such that the portion not to be purchased has a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof) below designated, and (ii) if such Fundamental Change Purchase Date
does not occur during the period after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase
Date. 
 In the case of certificated Securities, the certificate numbers of the Securities to be purchased are as set forth below: 

 

			
	 Dated:
                                         
                       
	  	
		  	  
 Signature(s)

 

		  	 Social Security or Other Taxpayer Identification Number
  

		  	principal amount to be repaid (if less than all):
		  	$            ,000
		  	NOTICE: The signature on the Fundamental Change Purchase Notice must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever.








 ATTACHMENT 3 

[FORM OF ASSIGNMENT AND TRANSFER] 

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

			
		 	  
  

Signature(s)
  

		 	 Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

 

		 	 (i) The Securities Transfer Agent Medallion Program (STAMP);
  

(ii) The New York Stock Exchange Medallion Program (MNSP);
  

(iii) The Stock Exchange Medallion Program (SEMP); or
  

(iv) another guarantee program