EX-4.1





 Exhibit 4.1 
  

 
  

MICROCHIP TECHNOLOGY INCORPORATED 

AND 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Trustee 

INDENTURE 
 Dated as of
December 1, 2020 
 0.125% Convertible Senior Subordinated Notes due 2024 

 
  

 












 TABLE OF CONTENTS 

 
  

 
  

							
	 	 	 	  	PAGE	 
	ARTICLE 1	  

	DEFINITIONS	 

			
	 Section 1.01.
	 	 Definitions
	  	 	1	
	 Section 1.02.
	 	 References to Interest
	  	 	15	
	
	ARTICLE 2	  

	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	



			
	 Section 2.01.
	 	 Designation and Amount
	  	 	15	
	 Section 2.02.
	 	 Form of Notes
	  	 	15	
	 Section 2.03.
	 	 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts
	  	 	16	
	 Section 2.04.
	 	 Execution, Authentication and Delivery of Notes
	  	 	18	
	 Section 2.05.
	 	 Exchange and Registration of Transfer of Notes; Restrictions on Transfer;
Depositary
	  	 	18	
	 Section 2.06.
	 	 Mutilated, Destroyed, Lost or Stolen Notes
	  	 	21	
	 Section 2.07.
	 	 Temporary Notes
	  	 	22	
	 Section 2.08.
	 	 Cancellation of Notes Paid, Converted, Etc
	  	 	23	
	 Section 2.09.
	 	 CUSIP Numbers
	  	 	23	
	 Section 2.10.
	 	 Additional Notes; Repurchases
	  	 	23	
	
	ARTICLE 3	  

	SATISFACTION AND DISCHARGE	 

			
	 Section 3.01.
	 	 Satisfaction and Discharge
	  	 	24	
	
	ARTICLE 4	  

	PARTICULAR COVENANTS OF THE COMPANY	 

			
	 Section 4.01.
	 	 Payment of Principal and Interest
	  	 	24	
	 Section 4.02.
	 	 Maintenance of Office or Agency
	  	 	25	
	 Section 4.03.
	 	 Appointments to Fill Vacancies in Trustee’s Office
	  	 	25	
	 Section 4.04.
	 	 Provisions as to Paying Agent
	  	 	25	
	 Section 4.05.
	 	 Existence
	  	 	27	
	 Section 4.06.
	 	 Annual Reports
	  	 	27	
	 Section 4.07.
	 	 Stay, Extension and Usury Laws
	  	 	28	
	 Section 4.08.
	 	 Compliance Certificate; Statements as to Defaults
	  	 	29	
	 Section 4.09.
	 	 Further Instruments and Acts
	  	 	29	


  
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	ARTICLE 5	  

	LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE
TRUSTEE	



			
	 Section 5.01.
	 	 Lists of Holders
	  	 	29	
	 Section 5.02.
	 	 Preservation and Disclosure of Lists
	  	 	29	
	
	ARTICLE 6	  

	DEFAULTS AND REMEDIES	 

			
	 Section 6.01.
	 	 Events of Default
	  	 	30	
	 Section 6.02.
	 	 Acceleration; Rescission and Annulment
	  	 	31	
	 Section 6.03.
	 	 Additional Interest
	  	 	32	
	 Section 6.04.
	 	 Payments of Notes on Default; Suit Therefor
	  	 	33	
	 Section 6.05.
	 	 Application of Monies Collected by Trustee
	  	 	35	
	 Section 6.06.
	 	 Proceedings by Holders
	  	 	36	
	 Section 6.07.
	 	 Proceedings by Trustee
	  	 	37	
	 Section 6.08.
	 	 Remedies Cumulative and Continuing
	  	 	37	
	 Section 6.09.
	 	 Direction of Proceedings and Waiver of Defaults by Majority of Holders
	  	 	37	
	 Section 6.10.
	 	 Notice of Defaults
	  	 	38	
	 Section 6.11.
	 	 Undertaking to Pay Costs
	  	 	38	
	
	ARTICLE 7	  

	CONCERNING THE TRUSTEE	 

			
	 Section 7.01.
	 	 Duties and Responsibilities of Trustee
	  	 	38	
	 Section 7.02.
	 	 Reliance on Documents, Opinions, Etc
	  	 	40	
	 Section 7.03.
	 	 No Responsibility for Recitals, Etc
	  	 	42	
	 Section 7.04.
	 	 Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own
Notes
	  	 	42	
	 Section 7.05.
	 	 Monies and Shares of Common Stock to Be Held in Trust
	  	 	43	
	 Section 7.06.
	 	 Compensation and Expenses of Trustee
	  	 	43	
	 Section 7.07.
	 	 Officer’s Certificate or Opinion of Counsel as Evidence
	  	 	44	
	 Section 7.08.
	 	 Eligibility of Trustee
	  	 	44	
	 Section 7.09.
	 	 Resignation or Removal of Trustee
	  	 	44	
	 Section 7.10.
	 	 Acceptance by Successor Trustee
	  	 	45	
	 Section 7.11.
	 	 Succession by Merger, Etc
	  	 	46	
	 Section 7.12.
	 	 Trustee’s Application for Instructions from the Company
	  	 	46	
	
	ARTICLE 8	  

	CONCERNING THE HOLDERS	 

			
	 Section 8.01.
	 	 Action by Holders
	  	 	47	
	 Section 8.02.
	 	 Proof of Execution by Holders
	  	 	47	
	 Section 8.03.
	 	 Who Are Deemed Absolute Owners
	  	 	47	
	 Section 8.04.
	 	 Company-Owned Notes Disregarded
	  	 	48	
	 Section 8.05.
	 	 Revocation of Consents; Future Holders Bound
	  	 	48	


  
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	ARTICLE 9	  

	HOLDERS’ MEETINGS	 

			
	 Section 9.01.
	 	 Purpose of Meetings
	  	 	49	
	 Section 9.02.
	 	 Call of Meetings by Trustee
	  	 	49	
	 Section 9.03.
	 	 Call of Meetings by Company or Holders
	  	 	49	
	 Section 9.04.
	 	 Qualifications for Voting
	  	 	49	
	 Section 9.05.
	 	 Regulations
	  	 	50	
	 Section 9.06.
	 	 Voting
	  	 	50	
	 Section 9.07.
	 	 No Delay of Rights by Meeting
	  	 	51	
	
	ARTICLE 10	  

	SUPPLEMENTAL INDENTURES	 

			
	 Section 10.01.
	 	 Supplemental Indentures Without Consent of Holders
	  	 	51	
	 Section 10.02.
	 	 Supplemental Indentures with Consent of Holders
	  	 	52	
	 Section 10.03.
	 	 Effect of Supplemental Indentures
	  	 	53	
	 Section 10.04.
	 	 Notation on Notes
	  	 	54	
	 Section 10.05.
	 	 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee
	  	 	54	
	
	ARTICLE 11	  

	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	 

			
	 Section 11.01.
	 	 Company May Consolidate, Etc. on Certain Terms
	  	 	54	
	 Section 11.02.
	 	 Successor Corporation to Be Substituted
	  	 	55	
	 Section 11.03.
	 	 Officer’s Certificate and Opinion of Counsel to Be Given to Trustee
	  	 	55	
	
	ARTICLE 12	  

	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	


			
	 Section 12.01.
	 	 Indenture and Notes Solely Corporate Obligations
	  	 	56	
	
	ARTICLE 13	  

	SUBORDINATION	 

			
	 Section 13.01.
	 	 Agreement of Subordination
	  	 	56	
	 Section 13.02.
	 	 Payment to Holders
	  	 	56	
	 Section 13.03.
	 	 Subordination of the Notes
	  	 	59	
	 Section 13.04.
	 	 Authorization to Effect Subordination
	  	 	60	
	 Section 13.05.
	 	 Notice to Trustee
	  	 	60	
	 Section 13.06.
	 	 Senior Debt Entitled to Rely
	  	 	61	
	 Section 13.07.
	 	 Reinstatement
	  	 	61	
	 Section 13.08.
	 	 Action by Holders of Senior Debt
	  	 	62	
	 Section 13.09.
	 	 Trustee Not Fiduciary for Holders of Senior Debt
	  	 	62	


  
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	ARTICLE 14	  

	CONVERSION OF NOTES	 

			
	 Section 14.01.
	 	 Conversion Privilege
	  	 	62	
	 Section 14.02.
	 	 Conversion Procedure; Settlement Upon Conversion
	  	 	66	
	 Section 14.03.
	 	 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with
Make-Whole Fundamental Changes or During a Redemption Period
	  	 	72	
	 Section 14.04.
	 	 Adjustment of Conversion Rate
	  	 	74	
	 Section 14.05.
	 	 Adjustments of Prices
	  	 	85	
	 Section 14.06.
	 	 Shares to Be Fully Paid
	  	 	85	
	 Section 14.07.
	 	 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock
	  	 	85	
	 Section 14.08.
	 	 Certain Covenants
	  	 	87	
	 Section 14.09.
	 	 Responsibility of Trustee
	  	 	88	
	 Section 14.10.
	 	 Notice to Holders Prior to Certain Actions
	  	 	89	
	 Section 14.11.
	 	 Stockholder Rights Plans
	  	 	89	
	 Section 14.12.
	 	 Exchange in Lieu of Conversion
	  	 	89	
	
	ARTICLE 15	  

	REPURCHASE OF NOTES AT OPTION OF HOLDERS	


			
	 Section 15.01.
	 	 [Intentionally Omitted]
	  	 	90	
	 Section 15.02.
	 	 Repurchase at Option of Holders Upon a Fundamental Change
	  	 	90	
	 Section 15.03.
	 	 Withdrawal of Fundamental Change Repurchase Notice
	  	 	93	
	 Section 15.04.
	 	 Deposit of Fundamental Change Repurchase Price
	  	 	94	
	 Section 15.05.
	 	 Covenant to Comply with Applicable Laws Upon Repurchase of Notes
	  	 	94	
	
	ARTICLE 16	  

	OPTIONAL REDEMPTION	 

			
	 Section 16.01.
	 	 Optional Redemption
	  	 	95	
	 Section 16.02.
	 	 Notice of Optional Redemption; Selection of Notes
	  	 	95	
	 Section 16.03.
	 	 Payment of Notes Called for Redemption
	  	 	97	
	 Section 16.04
	 	 Restrictions on Redemption
	  	 	97	
	
	ARTICLE 17	  

	MISCELLANEOUS PROVISIONS	 

			
	 Section 17.01.
	 	 Provisions Binding on Company’s Successors
	  	 	98	
	 Section 17.02.
	 	 Official Acts by Successor Corporation
	  	 	98	
	 Section 17.03.
	 	 Addresses for Notices, Etc
	  	 	98	
	 Section 17.04.
	 	 Governing Law; Jurisdiction
	  	 	99	


  
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	 Section 17.05.
	 	 Evidence of Compliance with Conditions Precedent; Certificates
and Opinions of Counsel to Trustee
	  	 	99	
	 Section 17.06.
	 	 Legal Holidays
	  	 	100	
	 Section 17.07.
	 	 No Security Interest Created
	  	 	100	
	 Section 17.08.
	 	 Benefits of Indenture
	  	 	100	
	 Section 17.09.
	 	 Table of Contents, Headings, Etc
	  	 	100	
	 Section 17.10.
	 	 Authenticating Agent
	  	 	100	
	 Section 17.11.
	 	 Execution in Counterparts
	  	 	101	
	 Section 17.12.
	 	 Severability
	  	 	102	
	 Section 17.13.
	 	 Waiver of Jury Trial
	  	 	102	
	 Section 17.14.
	 	 Force Majeure
	  	 	102	
	 Section 17.15.
	 	 Calculations
	  	 	103	
	 Section 17.16.
	 	 USA PATRIOT Act
	  	 	103	
	 Section 17.17.
	 	 Tax Withholding
	  	 	103	
	
	EXHIBIT	  

			
	 Exhibit A
	 	 Form of Note
	  	 	A-1	 


  
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 INDENTURE dated as of December 1, 2020 between MICROCHIP TECHNOLOGY INCORPORATED, a
Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set
forth in Section 1.01). 
 W I T N E S S E T H: 

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.125% Convertible Senior Subordinated Notes
due 2024 (the “Notes”), initially in an aggregate principal amount not to exceed $665,514,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly
authorized the execution and delivery of this Indenture; and 
 WHEREAS, the Form of Note, the certificate of authentication to be borne by
each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and 

WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a
duly authorized authenticating agent, as provided in this Indenture, the valid, binding and legal obligations of the Company, and this Indenture the valid, binding and legal agreement of the Company and the Trustee, have been done and performed, and
the execution of this Indenture and the issuance hereunder of the Notes have in all respects been duly authorized. 
 NOW, THEREFORE, THIS
INDENTURE WITNESSETH: 
 That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued
and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the benefit of each other and for the equal and proportionate benefit
of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows: 
 ARTICLE 1 

DEFINITIONS 

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

“Additional Interest” means all amounts, if any, payable pursuant to Section 6.03. 












 “Additional Shares” shall have the meaning specified in
Section 14.03(a). 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person is an “Affiliate” of another Person for purposes of this Indenture shall be made based on the facts at the time such determination
is made or required to be made, as the case may be, hereunder. 
 “Agent” means any Registrar, Paying Agent, Custodian or
Conversion Agent. 
 “All Notes Election” shall have the meaning specified in Section 16.01. 

“Amended Credit Agreement” means that certain Credit Agreement, dated as of May 29, 2018 (as amended on
September 26, 2019 and March 21, 2020 and as further amended or supplemented from time to time), by and among Microchip Technology Incorporated, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative
agent. 
 “Applicable Procedures” means, with respect to a Depositary, as to any matter at any time, the policies and
procedures of such Depositary, if any, that are applicable to such matter at such time. 
 “Bid Solicitation Agent” means
the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. 

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

“Business Day” means 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 entity, any and
all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity; provided that debt securities that are convertible into or exchangeable for
Capital Stock shall not constitute Capital Stock prior to their conversion or exchange, as the case may be. 

  
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 “Cash Settlement” shall have the meaning specified in
Section 14.02(a). 
 “Certain Distributions Conversion Period End Date” shall have the meaning specified in
Section 14.01(b)(ii). 
 “Certain Distributions Notification” shall have the meaning specified in
Section 14.01(b)(ii). 
 “Clause A Distribution” shall have the meaning specified in Section 14.04(c). 

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

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

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

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

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

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

“Common Stock” means the Common Stock of the Company, par value $0.001 per share, at the date of this Indenture, subject to
Section 14.07. 
 “Company” shall have the meaning specified in the first paragraph of this Indenture, and subject to
the provisions of Article 11, shall include its successors and assigns. 
 “Company Order” means a written order of the
Company, signed on behalf of the Company by an Officer. 
 “Conversion Agent” shall have the meaning specified in
Section 4.02. 
 “Conversion Date” shall have the meaning specified in Section 14.02(c). 

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

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

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

  
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 “Corporate Event” shall have the meaning specified in
Section 14.01(b)(iii). 
 “Corporate Trust Office” means the designated office of the Trustee at which at any time
this Indenture shall be administered, which office at the date hereof is located at Wells Fargo Bank, National Association, 600 South Fourth Street, 6th Floor, Minneapolis, MN 55415, Attention: Corporate Trust Services, and for Agent services such
office shall also mean the office or agency of the Trustee at the date hereof located at Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, Seventh Floor, Minneapolis, MN 55415, or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by
notice to the Holders and the Company). 
 “Custodian” means the Trustee, as custodian for The Depository Trust Company,
with respect to the Global Notes, or any successor entity thereto. 
 “Daily Conversion Value” means, for each of the 25
consecutive Trading Days during the Observation Period, 1/25th of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day. 

“Daily Measurement Value” means the Specified Dollar Amount (if any), divided by 25. 

“Daily Settlement Amount,” for each of the 25 consecutive Trading Days during the Observation Period, shall consist of: 

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

“Daily VWAP” means, for each of the 25 consecutive Trading Days during the relevant Observation Period, the per share
volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “MCHP <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled
open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using
a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other
trading outside of the regular trading session trading hours. 
 “Default” means any event that is, or after notice or
passage of time, or both, would be, an Event of Default. 

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

“delivered” with respect to any notice to be delivered, given or mailed to a Holder pursuant to this Indenture, shall mean
notice (x) given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices or Applicable Procedures (in the case of a Global
Note) or (y) mailed to such Holder by first class mail, postage prepaid, at its address as it appears on the Note Register, in each case in accordance with Section 17.03. Notice so “delivered” shall be deemed to include any
notice to be “mailed” or “given,” as applicable, under this Indenture. 
 “Depositary” means, with
respect to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and
thereafter, “Depositary” shall mean or include such successor. 
 “Designated Senior Debt” means the
Company’s obligations under any particular Senior Debt, including amounts under the Amended Credit Agreement, in which the instrument creating or evidencing the same or the assumption or guarantee thereof (or related agreements or documents to
which the Company is a party) expressly provides that such indebtedness shall be “Designated Senior Debt” for purposes of this Indenture. The instrument, agreement or other document evidencing any Designated Senior Debt may place
limitations and conditions on the rights of such Senior Debt to exercise the rights of Designated Senior Debt under this Indenture. 

“Distributed Property” shall have the meaning specified in Section 14.04(c). 

“Dividend Threshold” shall have the meaning specified in Section 14.04(d). 

“Effective Date” shall have the meaning specified in Section 14.03(c), except that, as used in Section 14.04 and
Section 14.05, “Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as
applicable. 
 “Event of Default” shall have the meaning specified in Section 6.01. 

“Ex-Dividend Date” means the first date on which shares of the Common Stock trade on
the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the
form of due bills or otherwise) as determined by such exchange or market. 
 “Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 “Exchange Election” shall have the
meaning specified in Section 14.12. 

  
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 “Expiration Date” shall have the meaning specified in
Section 14.04(e). 
 “Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached
as Attachment 3 to the Form of Note attached hereto as Exhibit A. 
 “Form of Fundamental Change Repurchase Notice” means
the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A. 

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

“Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of
Note attached hereto as Exhibit A. 
 “Fundamental Change” shall be deemed to have occurred at the time after the Notes are
originally issued if any of the following occurs: 
 (a)    a “person” or “group”
within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, files a Schedule TO (or any successor schedule, form
or report) or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the
Exchange Act, of the Common Stock representing more than 50% of the voting power of the Common Stock; 

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

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

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

provided, however, that a transaction or transactions described in clause (b) above shall not constitute a Fundamental Change, if at least
90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights, in connection with such transaction
or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors) or will be so listed or quoted
when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions such consideration becomes Reference Property for the Notes, excluding cash payments for fractional shares and cash
payments made in respect of dissenters’ appraisal rights (subject to the provisions of Section 14.02(a)). Any event, transaction or series of related transactions that constitute a Fundamental Change under both clause (a) and clause
(b) above (determined without regard to the proviso in clause (b) above) shall be deemed to be a Fundamental Change solely under clause (b) above (subject to the proviso to clause (b)). If any transaction in which the Common Stock is
replaced by the securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the
proviso immediately following clause (d) of this definition, following the effective date of such transaction) references to the Company in this definition shall instead be references to such other entity. 

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

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

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

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

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

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

 

	 	(a)	 indebtedness of the Company evidenced by a credit or loan agreement, note, bond, debenture or other written
obligation; 



  
 7 














	 	(b)	 all obligations of the Company for money borrowed; 



 

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



 

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



 

	 	(e)	 all obligations of the Company under any swaps, caps, floors, collars, hedge agreements, forward contracts or
similar agreements or arrangements; 


  

	 	(f)	 all obligations of the Company with respect to letters of credit, bankers’ acceptances and similar
facilities (including reimbursement obligations with respect to the foregoing); 


  

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


  

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


  

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



“Indenture” means this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or
supplemented. 
 “Interest Payment Date” means each May 15 and November 15 of each year, beginning on
May 15, 2021. 
 “Last Reported Sale Price” of the Common Stock (or other security for which a closing sale price must
be determined) on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that
date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock (or such other security) is traded. If the Common Stock (or such other


  
 8 













 
security) is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price per
share for the Common Stock (or such other security) 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 (or such other security) is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices per share for the Common
Stock (or such other security) on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. The “Last Reported Sale Price” shall be determined
without regard to after-hours trading or any other trading outside of regular trading session hours. 
 “Make-Whole Fundamental
Change” means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause
(b) of the definition thereof). 
 “Make-Whole Fundamental Change Period” shall have the meaning specified in
Section 14.03(a). 
 “Market Disruption Event” means, for the purposes of determining amounts due upon conversion
(a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence
prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in
price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock. 

“Maturity Date” means November 15, 2024. 

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

“Non-Payment Default” shall have the meaning specified in Section 13.02. 

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

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

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

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

“Observation Period” with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the
relevant Conversion Date occurs prior to August 15, 2024, the 25 

  
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consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) if the relevant Conversion Date occurs during a
Redemption Period, the 25 consecutive Trading Days beginning on, and including, the 26th Scheduled Trading Day immediately preceding such Redemption Date and (iii) subject to clause (ii), if the relevant Conversion Date occurs on or after
August 15, 2024, the 25 consecutive Trading Days beginning on, and including, the 26th Scheduled Trading Day immediately preceding the Maturity Date. 

“Officer” means, with respect to the Company, the President, the Chief Executive Officer, the Chief Financial Officer, the
Treasurer, the Secretary, any assistant Treasurer, any assistant Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice
President”). 
 “Officer’s Certificate,” when used with respect to the Company, means a certificate that is
delivered to the Trustee and that is signed on behalf of the Company by an Officer of the Company that meets the requirements of Section 17.05. 

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

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the
Company, or other counsel who is acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statements provided for in Section 17.05 if and to the extent required by the provisions of such
Section 17.05. 
 “Optional Redemption” shall have the meaning specified in Section 16.01. 

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

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

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

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


  
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 (d)    Notes surrendered for purchase in accordance with
Article 15 for which Paying Agent holds money sufficient to pay the Fundamental Change Repurchase Price, in accordance with Section 15.04(b); 

(e)    Notes converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.08;

 (f)    Notes redeemed pursuant to Article 16; and 

(g)    Notes repurchased by the Company pursuant to the last sentence of Section 2.10 after the
Company surrenders them to the Trustee for cancellation in accordance with Section 2.08. 
 “Partial Redemption” shall
have the meaning specified in Section 16.01. 
 “Partial Redemption Limit” shall have the meaning specified in
Section 16.01. 
 “Paying Agent” shall have the meaning specified in Section 4.02. 

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

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

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

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

“Physical Notes” means permanent certificated Notes in registered form issued in denominations of $1,000 principal amount and
integral multiples thereof. 
 “Physical Settlement” shall have the meaning specified in Section 14.02(a). 

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note that it replaces. 
 “Record Date” means, with respect to any
dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is
exchanged for or converted into any combination of cash, securities or other 

  
 11 













 
property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the
Board of Directors, by statute, by contract or otherwise). 
 “Redemption Date” shall have the meaning specified in
Section 16.02. 
 “Redemption Notice” shall have the meaning specified in Section 16.02. 

“Redemption Period” shall have the meaning specified in Section 14.01(b)(v). 

“Redemption Price” means, for any Notes to be redeemed pursuant to Section 16.01, 100% of the principal amount of such
Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case
interest accrued to the Interest Payment Date will be paid by the Company to Holders of record of such Notes as of the close of business on such Regular Record Date, and the Redemption Price will be equal to 100% of the principal amount of such
Notes). 
 “Reference Property” shall have the meaning specified in Section 14.07(a). 

“Regular Record Date,” with respect to any Interest Payment Date, means the May 1 or November 1 (whether or not
such day is a Business Day) immediately preceding the applicable May 15 or November 15 Interest Payment Date, respectively. 

“Representative” means, with respect to Article 13, the (i) indenture trustee or other trustee, agent or representative
for any Senior Debt or (ii) with respect to any Senior Debt that does not have any such trustee, agent or other representative, (1) in the case of such Senior Debt issued pursuant to an agreement providing for voting arrangements as among
the holders or owners of such Senior Debt, any holder or owner of such Senior Debt acting with the consent of the required Persons necessary to bind such holders or owners of such Senior Debt and (2) in the case of all other such Senior Debt,
the holder or owner of such Senior Debt. 
 “Responsible Officer” means, when used with respect to the Trustee, any officer
within the Corporate Trust Office of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, who shall have direct responsibility for the administration of this Indenture, or any other officer of the Trustee to whom any corporate trust matter relating to this
Indenture is referred because of such person’s knowledge of and familiarity with the particular subject. 
 “Scheduled Trading
Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted
for trading, “Scheduled Trading Day” means a Business Day. 

  
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 “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder. 
 “Senior Debt” means the principal of (and premium, if any) and interest
(including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) on, and all fees and other amounts payable in
connection with, the Company’s unsubordinated Indebtedness. For the avoidance of doubt, “Senior Debt” shall not include (i) the Notes, (ii) the Company’s existing 1.625% Convertible Senior Subordinated Notes due 2025,
(iii) the Company’s existing 1.625% Convertible Senior Subordinated Notes due 2027, (iv) the Company’s existing 2.250% Junior Subordinated Convertible Notes due 2037, (v) any other Indebtedness or obligation if its terms or the terms of
the instrument under which or pursuant to which it is issued expressly provide that it is not senior in right of payment to the Notes, (vi) any Indebtedness or obligation of the Company to any of its subsidiaries or (vii) trade payables of
the Company. 
 “Settlement Amount” has the meaning specified in Section 14.02(a)(iv). 

“Settlement Method” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination
Settlement, as elected (or deemed to have been elected) by the Company. 
 “Settlement Notice” has the meaning specified in
Section 14.02(a)(iii). 
 “Share Exchange Event” has the meaning specified in Section 14.07(a). 

“Significant Subsidiary” means a Subsidiary of the Company that meets the definition of “significant subsidiary” in
Article 1, Rule 1-02 of Regulation S-X under the Exchange Act as in effect on the date of this Indenture; provided that, in the case of a Subsidiary of the
Company that meets the criteria of clause (3) of such definition of “significant subsidiary” but not clause (1) or (2) thereof, such Subsidiary shall not be deemed to be a Significant Subsidiary unless such Subsidiary’s
income from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling interests, for the last completed fiscal year prior to the date of such determination exceeds
$35,000,000. Notwithstanding the foregoing, for purposes of this definition, to the extent any such Subsidiary would not be deemed to be a “significant subsidiary” under the relevant definition set forth in Rule 1-02(w) of Regulation S-X (or any successor rule) as in effect on the relevant date of determination, such Subsidiary shall not be deemed to be a “Significant
Subsidiary” under this Indenture irrespective of whether such Subsidiary would otherwise be deemed to be a “Significant Subsidiary” after giving effect to the proviso in the immediately preceding sentence. 

“Specified Dollar Amount” means the maximum cash amount (excluding cash in lieu of any fractional share) per $1,000 principal
amount of Notes to be received upon conversion as specified in the Settlement Notice related to any converted Notes. 
 “Spin-Off” shall have the meaning specified in Section 14.04(c). 

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

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

“Successor Company” shall have the meaning specified in Section 11.01(a). 

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

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

“Trading Price Condition” shall have the meaning specified in Section 14.01(b)(i). 

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

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

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended. 

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

“unit of Reference Property” shall have the meaning specified in Section 14.07(a). 

“Valuation Period” shall have the meaning specified in Section 14.04(c). 

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

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

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

Section 2.01. Designation and Amount. The Notes shall be designated as the “0.125% Convertible Senior Subordinated
Notes due 2024.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $665,514,000, subject to Section 2.10 and except for Notes authenticated and delivered upon
registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder. 

Section 2.02. Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall
be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall control and govern to the
extent of such conflict. 
 Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or
changes not inconsistent with the provisions of this Indenture as may be 

  
 15 













 
required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or
automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject.
The Company has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures. 

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

(b)    The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of
business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal amount of any Note (x) in the case of any Physical Note, shall be
payable at the office or agency of the Company maintained by the Company for such purposes in the United 

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

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

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

Section 2.04. Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf
of the Company by the manual or facsimile signature of one of its Officers. 
 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes, without any further action by the Company hereunder; provided that the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect
to the issuance, authentication and delivery of such Notes. 
 Only such Notes as shall bear thereon a certificate of authentication
substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be
entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated
has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. 
 In case any
Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, such Notes nevertheless may be authenticated and delivered as though
the person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the Officers of the Company,
although at the date of the execution of this Indenture any such person was not such an Officer. 
 Section 2.05. Exchange and
Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the
Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of


  
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Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the
“Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.

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

Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes
to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the
Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. 
 All Notes presented or
surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be
accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Note Registrar and duly executed, by the Holder thereof or its
attorney-in-fact duly authorized in writing. 
 No service
charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to
pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the
name of the Holder of the old Notes surrendered for exchange or registration of transfer. 
 None of the Company, the Trustee, the Note
Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion
thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Notes selected for Optional Redemption in accordance with Article 16,
except the unredeemed portion of any Note being redeemed in part. 
 All Notes issued upon any registration of transfer or exchange of Notes
in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. The registered
Holder of a Note will be treated as its owner for all purposes. 

  
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 (b)    So long as the Notes are eligible for book-entry settlement with
the Depositary, unless otherwise required by law, subject to the fourth paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name
of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or the
Custodian) in accordance with this Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures. 

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

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

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

None of the Company, the Trustee (including in its capacity as Paying Agent) or any agent of the Company or the Trustee shall have any
responsibility or liability for the payment of amounts to owners of beneficial interest in a Global Note, for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining,
supervising or reviewing any records relating to such beneficial ownership interests. 
 Neither the Company nor the Trustee shall have any
responsibility or liability for any act or omission of the Depositary. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to, or upon the order of, the
registered Holder(s) (which shall be the Depositary or its nominee in the case of a Global Note). 
 The rights of beneficial owners in any
Global Note shall be exercised only through the Depositary subject to the Applicable Procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members,
participants and any beneficial owners. 
 (d)    Notwithstanding anything contained herein to the contrary, neither the
Trustee nor the Note Registrar shall be responsible for ascertaining whether any transfer complies with the registration provisions of, or exemptions from, the Securities Act, applicable state securities laws or other applicable law. 

(e)    Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by
the Depositary, and may assume performance absent written notice to the contrary. 
 Section 2.06. Mutilated, Destroyed, Lost or
Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon receipt of a Company Order, the Trustee or an authenticating agent appointed by the Trustee shall
authenticate and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case
the applicant for a substituted Note shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such 

  
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security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

 The Trustee or such authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such
security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note
Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the
name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is about to mature or has been surrendered for
required repurchase or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or
convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable,
to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or
theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof. 

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

Section 2.07. Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon receipt of a Company Order, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form
of the Physical Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the Trustee
or such 

  
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authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and
deliver to the Trustee or such authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the
Company pursuant to Section 4.02 and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such exchange shall be made by the Company
at its own expense and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes authenticated and delivered
hereunder. 
 Section 2.08. Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for
the purpose of payment at maturity, redemption, registration of transfer or exchange or conversion, if surrendered to any Person that the Company controls, to be surrendered to the Trustee for cancellation and they will no longer be considered
outstanding under this Indenture upon their payment at maturity, redemption, registration of transfer or exchange or conversion. All Notes delivered to the Trustee shall be canceled by the Trustee in accordance with its customary procedures. Except
for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for
cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures. After such cancellation, the Trustee shall deliver evidence of such cancellation to the Company, at the Company’s written request in a
Company Order. 
 Section 2.09. CUSIP Numbers. The Company in issuing the Notes may use CUSIP numbers (if then generally
in use), and, if so, the Trustee shall use CUSIP numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as
printed on the Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the CUSIP numbers. 

Section 2.10. Additional Notes; Repurchases. The Company may, without the consent of, or notice to, the Holders and
notwithstanding Section 2.01, issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue price, interest accrued prior to the issue date of such additional
Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S.
federal income tax or securities law purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and
an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted
by law and without the consent of Holders, and 

  
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directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a
private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company may, to the extent permitted by applicable law, reissue, resell or surrender to the Trustee
for cancellation in accordance with Section 2.08 any Notes that the Company may repurchase, in the case of a reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such
reissuance or resale. Any Notes that the Company may repurchase shall be considered outstanding for all purposes under this Indenture (other than, at any time when such Notes are held by the Company, any of its Subsidiaries or Affiliates or any
Subsidiary of any of its Affiliates, for the purpose of determining whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture) unless and until such
time the Company surrenders them to the Trustee for cancellation in accordance with Section 2.08 and, upon receipt of a written order from the Company, the Trustee shall cancel all Notes so surrendered. 

ARTICLE 3 

SATISFACTION AND DISCHARGE 

Section 3.01. Satisfaction and Discharge. This Indenture and the Notes shall upon request of the Company contained in an
Officer’s Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture and the Notes,
when (a) (i) all Notes theretofore authenticated and delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06) have been delivered to the Trustee for
cancellation; or (ii) after the Notes have (x) become due and payable, whether on the Maturity Date, on any Fundamental Change Repurchase Date, any Redemption Date or otherwise and/or (y) been converted (and the related consideration
due upon conversion has been determined), the Company has deposited with the Trustee cash and/or has delivered to Holders shares of Common Stock, as applicable, (in the case of Common Stock, solely to satisfy the Company’s Conversion
Obligation) sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company; and (b) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the
Trustee under Section 7.06 shall survive. 
 ARTICLE 4 

PARTICULAR COVENANTS OF THE COMPANY 

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

  
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manner provided herein and in the Notes. Amounts due on the Notes shall be considered paid on the date due if the Paying Agent, if other than the Company or one of its Subsidiaries, holds as of
11:00 a.m. New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all such amounts then due. 

Section 4.02. Maintenance of Office or Agency. The Company will maintain in the United States an office or agency where the
Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices in respect of the Notes and
this Indenture may be made. 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 at the Corporate Trust Office. 

The Company may also from time to time designate a Paying Agent one or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the
United States for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and
“Conversion Agent” include any such additional or other offices or agencies, as applicable. 
 The Company hereby initially
designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as a place where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or
repurchase (if applicable) or for conversion and where notices in respect of the Notes and this Indenture may be made, provided that the Corporate Trust Office shall not be a place for service of legal process on the Company. 

Section 4.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to
avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.09, a Trustee, so that there shall at all times be a Trustee hereunder. 

Section 4.04. Provisions as to Paying Agent. (a) If the Company shall appoint a Paying Agent other than the Trustee,
the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04: 

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

  
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 (ii)    that it will give the Trustee prompt written
notice of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on, the Notes when the same shall be due and
payable; and 
 (iii)    that at any time during the continuance of an Event of Default, upon request of
the Trustee, it will forthwith pay to the Trustee all sums so held in trust; 
 provided, that a Paying Agent appointed as contemplated under
Section 15.02(f) shall not be required to deliver any such instrument. 
 The Company shall, on or before each due date of the
principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental
Change Repurchase Price or the Redemption Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided
that if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. 

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

(c)    Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose
of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this
Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all
further liability but only with respect to such sums or amounts. Upon the occurrence of any event specified in Section 6.01(h) or Section 6.01(i), the Trustee shall automatically become the Paying Agent. 

(d)    Subject to applicable law, any money or property deposited with the Trustee, the Conversion Agent or any Paying
Agent, or any money and shares of Common Stock then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, accrued and unpaid interest on and


  
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the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price or the Redemption Price, if
applicable), interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such
trust and the Trustee shall have no further liability with respect to such funds or property; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee, the Conversion Agent or such Paying Agent with respect to such trust money, and all liability of the Company as trustee with respect to such trust money and shares of Common Stock, shall thereupon cease. 

Section 4.05. Existence. Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence. 
 Section 4.06. Annual Reports. 

(a)    The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission,
copies of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25
under the Exchange Act). Notwithstanding the foregoing, the Company shall in no event be required to file with, or otherwise provide or disclose to, the Trustee or any Holder any information for which the Company is requesting (assuming such request
has not been denied), or has received, confidential treatment from the Commission, or any correspondence with the Commission. Any such document or report that the Company files with the Commission via the Commission’s EDGAR system (or any
successor thereto) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(a) at the time such documents are filed via the EDGAR system (or any successor thereto), it being understood that the Trustee shall not be
responsible for determining whether such filings have been made. 
 (b)    Delivery of the reports, information and
other documents described in subsection (a) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). 

(c)    If, at any time during the six-month period beginning on, and including,
the date that is six months after the last date of original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as
applicable (after giving effect to all applicable grace periods provided by Rule 12b-25 or any successor rule under the Exchange Act and other than reports on Form 8-K),
or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result of
restrictions pursuant to 

  
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U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50%
per annum of the principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders
other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding). As used in this Section 4.06(c), documents or reports that the Company is required to
“file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. 

(d)    Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner
as regular interest on the Notes. 
 (e)    The Additional Interest that is payable in accordance with
Section 4.06(c) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event shall any Additional Interest that may
accrue as a result of the Company’s failure to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable
grace periods thereunder and other than reports on Form 8-K), as described in Section 4.06(c), together with any Additional Interest payable at the Company’s election as the remedy for an Event of
Default relating to the Company’s failure to comply with its reporting obligations as set forth in Section 4.06(a), accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or
circumstances giving rise to the requirement to pay such Additional Interest. 
 (f)    If Additional Interest is
payable by the Company pursuant to Section 4.06(c), the Company shall deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which
such Additional 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 Additional Interest is payable and the Trustee
shall not have any duty to verify the Company’s calculation of Additional Interest if the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate
setting forth the particulars of such payment. 
 Section 4.07. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company
from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the Company (to
the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted. 

  
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 Section 4.08. Compliance Certificate; Statements as to Defaults. The
Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2020) an Officer’s Certificate that need not comply with Section 17.05
stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under this Indenture and, if so, specifying each such failure and the nature thereof. 

In addition, the Company shall deliver to the Trustee within 30 days after an officer of the Company becomes aware of the occurrence of any
Event of Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof; provided that the Company
is not required to deliver such notice if such Event of Default or Default has been cured. 
 Section 4.09. Further Instruments and
Acts. Upon request of the Trustee, Paying Agent or Conversion Agent, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the
purposes of this Indenture. 
 ARTICLE 5 

LISTS OF HOLDERS AND REPORTS BY THE
COMPANY AND THE TRUSTEE 
 Section 5.01. Lists of Holders.
The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, no later than May 1 and November 1 in each year beginning with May 1, 2021, and at such other times as the Trustee may
request in writing, within 15 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is
furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar. 
 Section 5.02.
Preservation and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent list furnished to it as
provided in Section 5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished. 

  
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 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01. Events of Default. Each of the following events shall be an “Event of Default” with respect
to the Notes: 
 (a)    default in any payment of interest on any Note when due and payable, and the default continues
for a period of 30 days; 
 (b)    default in the payment of principal of any Note when due and payable on the Maturity
Date, upon Optional Redemption, upon any required repurchase, upon declaration of acceleration or otherwise; 

(c)    failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon
exercise of a Holder’s conversion right, and such failure continues for three Business Days; 
 (d)    failure by
the Company to issue (i) a Fundamental Change Company Notice in accordance with Section 15.02(c) when due, and such failure continues for five Business Days, or (ii) notice of a specified corporate event in accordance with
Section 14.01(b)(ii) or 14.01(b)(iii) when due, and such failure continues for two Business Days; 
 (e)    failure
by the Company to comply with its obligations under Article 11; 
 (f)    failure by the Company for 60 days after
written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company (and also the Trustee if given by Holders) to comply with any of its other agreements contained in the
Notes or this Indenture; 
 (g)    default by the Company or any Significant Subsidiary of the Company with respect to
any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100,000,000 (or its foreign currency equivalent) in the aggregate of
the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity or
(ii) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case, after the expiration of any applicable grace
period, if such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness shall not have been paid or discharged, as the case may be, within 30 days after
written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance with this Indenture; 

(h)    the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to the Company 

  
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or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall publicly admit in writing that it generally is not paying, or is unable to pay, its debts as they become due; or 

(i)    an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary
seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60
consecutive days. 
 Section 6.02. Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred
and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company), unless the principal of all of the Notes shall have
already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if
given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable
without any act or declaration on the part of the Trustee or the Holders, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with
respect to the Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. 

The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared
due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued
and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is
enforceable under applicable law, and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of 

  
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and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such
case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default
with respect to the Notes (except with respect to any continuing defaults relating to nonpayment of principal or interest or with respect to the failure to deliver the consideration due upon conversion) and rescind and annul such declaration and its
consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any
subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default
resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when
required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes. 

Section 6.03. Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the
Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(a) shall after the occurrence of such an Event of Default consist exclusively of the
right to receive Additional Interest on the Notes at a rate equal to: (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the period beginning on, and including, the date on which such Event of Default first
occurs and ending on the earlier of (x) the date on which such Event of Default is cured or validly waived in accordance with this Article 6 and (y) the 180th day immediately following, and including, the date on which such Event of
Default first occurs and (ii) if such Event of Default has not been cured or validly waived prior to the 181st day immediately following, and including, the date on which such Event of Default first occurs, 0.50% per annum of the principal
amount of Notes outstanding for each day during the period beginning on, and including, the 181st day immediately following, and including, the date on which such Event of Default first occurs and ending on the earlier of (x) the date on which
the Event of Default is cured or validly waived in accordance with this Article 6 and (y) the 360th day immediately following, and including, the date on which such Event of Default first occurs. Additional Interest payable pursuant to this
Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(c), subject to the second immediately succeeding paragraph. If the Company so elects, such Additional Interest shall be payable
in the same manner and on the same dates as the stated interest payable on the Notes and shall accrue on all outstanding Notes from, and including, the date on which the Event of Default relating to the Company’s failure to comply with its
obligations as set forth in Section 4.06(a) first occurs to, and including, the 360th day thereafter (or such earlier date on which such Event of Default is cured or validly waived in accordance with this Article 6). On the 361st day after such
Event of Default (if the Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(a) is not cured or validly waived in accordance with this Article 6 prior to such 361st day), such
Additional Interest shall cease to accrue and the Notes shall be 

  
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immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event
of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(a). In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this
Section 6.03 or the Company has elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02. 

In order to elect to pay Additional Interest as the sole remedy during the first 360 days after the occurrence of any Event of Default
described in the immediately preceding paragraph, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent in an Officer’s Certificate (consistent with Section 4.06(f)) of such election on or before the open of
business on the Business Day immediately succeeding the date on which such Event of Default first occurs. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02. 

In no event shall Additional Interest payable at the Company’s election as the remedy for an Event of Default relating to the
Company’s failure to comply with its reporting obligations as set forth in Section 4.06(a), together with any Additional Interest that may accrue as a result of the Company’s failure to timely file any document or report that it is
required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods provided by Rule 12b-25 or any successor rule
under the Exchange Act and other than reports on Form 8-K), pursuant to Section 4.06(c), accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or
circumstances giving rise to the requirement to pay such Additional Interest. The Trustee shall have no duty to calculate or verify the calculation of Additional Interest. 

Section 6.04. Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of
Section 6.01 shall have occurred, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with
interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06. If the Company
shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor
upon the Notes, wherever situated. 
 In the event there shall be pending proceedings for the bankruptcy or for the reorganization of the
Company or any other obligor on the Notes under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Company, the property of the Company, or in the event of any other 

  
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judicial proceedings relative to the Company, or to the creditors or property of the Company, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.04, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents
and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceedings relative to the Company, its creditors, or its property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after the
deduction of any amounts due to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders to make such payments
to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses, advances and
disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses,
advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other
property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. 

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

All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Trustee without the
possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes. 

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

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

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

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

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

  
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 Section 6.06. Proceedings by Holders. Except to enforce the right to
receive payment of principal (including, if applicable, the Fundamental Change Repurchase Price or the Redemption Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any
Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy hereunder, unless: 
 (a)    such Holder
previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as herein provided; 

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

(d)    the Trustee for 60 days after its receipt of such notice, request and offer of such security or indemnity, shall
have neglected or refused to institute any such action, suit or proceeding; and 
 (e)    no direction that, in the
opinion of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such
60-day period pursuant to Section 6.09, 
 it being understood and intended, and being expressly covenanted by
the taker and Holder of every Note with every other taker and Holder and the Trustee that no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common
benefit of all Holders (except as otherwise provided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 

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

  
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 Section 6.07. Proceedings by Trustee. In case of an Event of Default, the
Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action at law
or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law. 
 Section 6.08. Remedies Cumulative and Continuing. Except as
provided in the last paragraph of Section 2.06, all powers and remedies given by this Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers
and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or
of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence
therein; and, subject to the provisions of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Holders. 
 Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a
majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (it being understood that
the Trustee does not have an affirmative duty to ascertain whether or not any such directions are unduly prejudicial to such Holders) or that would involve the Trustee in personal liability or that conflicts with applicable law or this Indenture.
The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes (x) waive any past Default or Event of Default
hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price or Redemption Price, if applicable) of, the Notes when due that
has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision
hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected; and (y) rescind any resulting acceleration of the Notes and its consequences if (i) such rescission would not
conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default (other than nonpayment of the principal of, and interest on, the Notes that have become due solely by such acceleration) have been
cured or waived. Upon 

  
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any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the
Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 

Section 6.10. Notice of Defaults. The Trustee shall, after the occurrence and continuance of a Default or an Event of
Default of which a Responsible Officer has actual knowledge, deliver to all Holders notice of such Default within 90 days after such Responsible Officer obtains such knowledge, unless such Defaults or Events of Default shall have been cured or
waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable), or accrued and unpaid
interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders. 
 Section 6.11. Undertaking to Pay Costs. All
parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this
Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time
outstanding determined in accordance with Section 8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the
Fundamental Change Repurchase Price or the Redemption Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon
conversion, in accordance with the provisions of Article 14. 
 ARTICLE 7 

CONCERNING THE TRUSTEE 

Section 7.01. Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of 

  
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care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that the Trustee will be under
no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to Trustee against any loss, liability,
cost or expense that might be incurred by it in compliance with such request or direction. 
 No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that: 

(a)    prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may
have occurred: 
 (i)    the duties and obligations of the Trustee shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and 
 (ii)    in the absence of bad faith and willful misconduct on the
part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but, in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein); 

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

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

(d)    whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the
liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section 7.01; 

  
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 (e)    the Trustee shall not be liable in respect of any payment (as to
the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to the terms of this Indenture) or any records
maintained by any co-Note Registrar with respect to the Notes; 
 (f)    if any
party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such
event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event; 
 (g)    in the absence
of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of
investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the
failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the
Company; 
 (h)    under no circumstances shall the Trustee be liable in its individual capacity for the obligations
evidenced by the Notes; and 
 (i)    in the event that the Trustee is also acting as Custodian, Note Registrar, Paying
Agent, Conversion Agent, Bid Solicitation Agent or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent, Bid
Solicitation Agent or transfer agent, including, without limitation, its right to be compensated, reimbursed and indemnified. 
 None of the
provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. 

Section 7.02. Reliance on Documents, Opinions, Etc. Except as otherwise provided in Section 7.01: 

(a)    The Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the
proper party or parties. 
 (b)    Any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an
Assistant Secretary of the Company. Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officer’s Certificate or Opinion of Counsel. 

  
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 (c)    The Trustee may consult with counsel and require an Opinion of
Counsel and any written or verbal advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance on such advice or Opinion
of Counsel. 
 (d)    The Trustee shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at a reasonable time on any Business Day after reasonable notice, to examine the books, records and premises
of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation. 

(e)    The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by
or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder, and the permissive
rights of the Trustee enumerated herein shall not be construed as duties. 
 (f)    The Trustee shall not be required to
give any bond or surety in respect of the execution of the trusts and powers under this Indenture. 
 (g)    The Trustee
may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be
signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. 

(h)    The Trustee shall not be deemed to have notice of any Default or Event of Default (except in the case of a Default
or Event of Default in payment of scheduled principal of, premium, if any, or interest on, any Note) unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or
Event of Default (and stating the occurrence of a Default or Event of Default) is received by the Trustee at the Corporate Trust Office of the Trustee from the Company or from the Holders of at least 25% of the aggregate principal amount of the
Notes, and such notice references the Notes and this Indenture. 
 (i)    The Trustee shall not be responsible or liable
for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. 

(j)    The Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction
of the holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. 

  
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 (k)    Neither the Trustee nor any of its directors, officers,
employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the Company, or any of their respective directors, members, officers, agents, affiliates or employee, nor shall it have any
liability in connection with the malfeasance or nonfeasance by such party. The Trustee shall not be responsible for any inaccuracy in the information obtained from the Company or for any inaccuracy or omission in the records which may result from
such information or any failure by the Trustee to perform its duties as set forth herein as a result of any inaccuracy or incompleteness. 

(l)    In no event shall the Trustee be responsible or liable for any punitive, special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee shall not be charged with knowledge of any
Default or Event of Default with respect to the Notes, unless either (1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given
to a Responsible Officer of the Trustee by the Company or by any Holder of the Notes at the Corporate Trust Office and such notice references the Notes and/or this Indenture. 

(m)    Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by
the Depositary. 
 Section 7.03. No Responsibility for Recitals, Etc. The recitals contained herein and in the Notes
(except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to and shall not be
responsible for the validity, or sufficiency or enforceability of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture or any money paid to the Company or upon the Company’s direction under any provision of the Indenture. The Trustee shall have no responsibility or liability with respect to any
information, statement, recital or other disclosure material prepared or distributed with respect to the issuance of the Notes. The Trustee shall not be bound to ascertain or inquire as to the performance, observance or breach of any covenants,
conditions, representations, warranties or agreements on the part of the Company. The Trustee shall have no obligation to pursue any action that is not in accordance with applicable law. The Trustee shall have no obligation to independently
determine or verify if any Fundamental Change, Make Whole Fundamental Change, merger event or any other event has occurred or notify the Holders of any such event. 

Section 7.04. Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes. The
Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation Agent or Note Registrar (in each case, if other than an Affiliate of the Company), in 

  
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its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation
Agent or Note Registrar. 
 Section 7.05. Monies and Shares of Common Stock to Be Held in Trust. All monies received by
the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money received by it hereunder except as may be agreed in writing from time to time by the Company and the Trustee. 

Section 7.06. Compensation and Expenses of Trustee. The Company covenants and agrees to pay to the Trustee in any capacity
under this Indenture, from time to time, and the Trustee shall be entitled to, compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust) as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance
with any of the provisions of this Indenture in any capacity thereunder (including the compensation and the reasonable expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense,
disbursement or advance as shall have been caused by its gross negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction. The Company also covenants to indemnify the Trustee in any capacity under this Indenture and
any other document or transaction entered into in connection herewith and its officers, directors, attorneys, employees and agents and any authenticating agent for, and to hold them harmless against, any loss, claim (whether asserted by the Company,
a Holder of any Person), damage, liability, fee, cost or expense (including attorneys’ fees and expenses and court costs) incurred without gross negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction on the
part of the Trustee, its officers, directors, agents or employees, or such agent or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this Indenture, performance of the
Trustee’s duties or the exercise of its rights and powers under this Indenture or in any other capacity hereunder (whether such claims arise by or against the Company or a third person), including the reasonable costs and expenses (including
attorneys’ fees and expenses and court costs) of defending themselves against any claim of liability in the premises or enforcing the Company’s obligations hereunder. The obligations of the Company under this Section 7.06 to
compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior lien to which the Notes are hereby made subordinate on all money or property held or collected by the
Trustee, except, subject to the effect of Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be
subordinate to any other liability or indebtedness of the Company. The obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee. The
Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee.


  
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 Without prejudice to any other rights available to the Trustee under applicable law, when
the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy, insolvency or similar laws. 
 Section 7.07.
Officer’s Certificate or Opinion of Counsel as Evidence. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct
on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate or Opinion of Counsel delivered to the Trustee, and such Officer’s Certificate or Opinion of Counsel, in the absence of gross
negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof. 

Section 7.08. Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section 7.08, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.08, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article. 
 Section 7.09. Resignation or Removal of Trustee. (a) The Trustee may at any time resign by
giving written notice of such resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly notify all Holders and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such
notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the Company and the Holders and at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and all others similarly
situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

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

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

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

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

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

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

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

  
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Any trustee ceasing to act shall, nevertheless, retain a senior lien to which the Notes are hereby made subordinate on all money or property held or collected by such trustee as such, except for
funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 7.06. 

No successor trustee shall accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor
trustee shall be eligible under the provisions of Section 7.08. 
 Upon acceptance of appointment by a successor trustee as provided in
this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of the Company shall deliver or cause to be delivered notice of the succession of such trustee hereunder to the Holders. If the
Company fails to deliver such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be delivered at the expense of the Company. 

Section 7.11. Succession by Merger, Etc. Any corporation or other entity into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or other entity succeeding to all or substantially all of the
corporate trust business of the Trustee (including the administration of this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto;
provided that in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee such corporation or other entity shall be eligible under the provisions of Section 7.08.

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

Section 7.12. Trustee’s Application for Instructions from the Company. Any application by the Trustee
for written instructions from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee,
set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not


  
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be liable to the Company for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which
date shall not be less than three Business Days after notice that the Company has been deemed to have been given pursuant to Section 17.03, unless any such officer shall have consented in writing to any earlier date), unless, prior to taking
any such action (or the effective date in the case of any omission), the Trustee shall have received written instructions in accordance with this Indenture in response to such application specifying the action to be taken or omitted. 

ARTICLE 8 

CONCERNING THE HOLDERS 

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

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

Section 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any
Conversion Agent and any Note Registrar may deem the Person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding
any notation of ownership or other writing thereon made by any Person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal (including any Fundamental Change Repurchase Price or
Redemption Price, if applicable) of and (subject to Section 2.03) accrued and unpaid interest on such Note, for conversion of such Note and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion
Agent nor any Note Registrar shall be affected by any notice to the contrary. The sole registered holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder for the time being, or upon its


  
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order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered, effectual to satisfy and discharge the liability for monies payable or shares deliverable
upon any such Note. Notwithstanding anything to the contrary in this Indenture or the Notes following an Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company, without the consent,
solicitation, proxy, authorization or any other action of the Depositary or any other Person, such holder’s right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture. 

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

Section 8.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the percentage of the aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder of a Note that is shown by
the evidence to be included in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or
substitution therefor or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made upon such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof. 

  
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 ARTICLE 9 

HOLDERS’ MEETINGS 

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

Section 9.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action
specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be
taken at such meeting and the establishment of any record date pursuant to Section 8.01, shall be delivered to Holders of such Notes. Such notice shall also be delivered to the Company. Such notices shall be delivered not less than 20 nor more
than 90 days prior to the date fixed for the meeting. 
 Any meeting of Holders shall be valid without notice if the Holders of all Notes
then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have,
before or after the meeting, waived notice. 
 Section 9.03. Call of Meetings by Company or Holders. In case at any time
the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place
for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided in Section 9.02. 

Section 9.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a
Holder of one or more Notes on the record date pertaining to such meeting 

  
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or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such meeting. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 

Section 9.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. 

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

Subject to the provisions of Section 8.04, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each
$1,000 principal amount of Notes held or represented by him or her; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting
to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders. Any meeting of
Holders duly called pursuant to the provisions of Section 9.02 or Section 9.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without further notice. 
 Section 9.06. Voting. The
vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the outstanding aggregate principal amount of the Notes held
or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was delivered as provided in
Section 9.02. The record shall show the aggregate principal amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and
one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. 

  
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 Any record so signed and verified shall be conclusive evidence of the matters therein
stated. 
 Section 9.07. No Delay of Rights by Meeting. Nothing contained in this Article 9 shall be deemed or construed
to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee
or to the Holders under any of the provisions of this Indenture or of the Notes. Nothing contained in this Article 9 shall be deemed or construed to limit any Holder’s actions pursuant to the Applicable Procedures so long as the Notes are
Global Notes. 
 ARTICLE 10 

SUPPLEMENTAL INDENTURES 

Section 10.01. Supplemental Indentures Without Consent of Holders. Without the consent of any Holder, the Company, when
authorized by the resolutions of the Board of Directors and the Trustee, at the Company’s expense, may from time to time and at any time amend or supplement this Indenture or the Notes for one or more of the following purposes: 

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

(b)    to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture
pursuant to Article 11; 
 (c)    to add guarantees with respect to the Notes; 

(d)    to secure the Notes; 

(e)    to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right
or power conferred upon the Company; 
 (f)    to make any change that does not adversely affect the rights of any
Holder; 
 (g)    in connection with any Share Exchange Event, to provide that the notes are convertible into Reference
Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07; 

(h)    comply with any requirement of the Commission in connection with the qualification of this Indenture under the
Trust Indenture Act to the extent this Indenture is qualified thereunder; 
 (i)    provide for the issuance of
additional Notes; 

  
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 (j)    provide for the appointment of a successor Trustee, Note
Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent; 
 (k)    comply with the rules of any applicable
securities depositary in a manner that does not adversely affect the rights of any Holder; 
 (l)    irrevocably elect
or eliminate one of the Settlement Methods and/or irrevocably elect a Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to
any Note pursuant to the provisions of Article 14; 
 (m)    increase the Conversion Rate as provided in this Indenture;
or 
 (n)    to conform the provisions of this Indenture or the Notes to the “Description of notes,” as
supplemented by the supplement no. 1, dated November 23, 2020, to the pricing term sheet, in each case, in the form attached to the certain exchange agreements (or delivered to such parties participating in such exchange), dated
November 19, 2020 or November 20, 2020, between the Company and the parties set forth therein. 
 Upon the written request of the
Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated
to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

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

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

(a)    reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 

(b)    reduce the rate of or extend the stated time for payment of interest on any Note; 

  
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 (c)    reduce the principal of or extend the Maturity Date of any Note;

 (d)    make any change that adversely affects the conversion rights of any Notes other than as permitted or required
by this Indenture; 
 (e)    reduce the Fundamental Change Repurchase Price or the Redemption Price of any Note or amend
or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; 

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

(g)    change the ranking of the Notes; 

(h)    eliminate the contractual right of any Holder to institute suit for the enforcement right to receive payment or
delivery, as the case may be, of the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, accrued and unpaid interest, if any, on, and the consideration due upon conversion of, its Notes, on or
after the respective due dates expressed or provided for in the Notes or this Indenture; 
 (i)    make any change to
the subordination provisions of this Indenture if such change would adversely affect the rights of the Holders; or 

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

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

Section 10.03. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article 10, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders shall thereafter be determined, exercised and enforced hereunder 

  
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subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes. 
 Section 10.04. Notation on Notes. Notes authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article 10 may, at the Company’s expense, bear a notation as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so
determine, new Notes so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared and executed by the Company,
authenticated, upon receipt of a Company Order, by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then
outstanding. 
 Section 10.05. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to
the documents required by Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this
Article 10 and is permitted or authorized by this Indenture such Opinion of Counsel to include a customary legal opinion stating that such supplemental indenture is the valid and binding obligation of the Company, subject to customary exceptions and
qualifications. 
 ARTICLE 11 

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 

Section 11.01. Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company
shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole, to another Person (other than any such sale,
conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly-owned Subsidiaries), unless: 

(a)    the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall
be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the
obligations of the Company under the Notes and this Indenture; 
 (b)    immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and 
 (c)    if
the Company is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with
this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an opinion of counsel stating that the supplemental indenture is the valid and binding obligation of the Successor Company, subject to customary
exceptions and qualifications. 

  
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 Section 11.02. Successor Corporation to Be Substituted. In case of any
such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the consolidated assets of the Company and
the Company’s Subsidiaries, taken as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and
this Indenture (except in the case of a lease of all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole). Such Successor Company thereupon may cause to be signed, and may issue either
in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company
and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by
the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such
consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter
have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes
and from its obligations under this Indenture and the Notes. 
 In case of any such consolidation, merger, sale, conveyance, transfer or
lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. 

Section 11.03. Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. If a supplemental
indenture is required pursuant to this Article 11 as a result of the Company not being the Successor Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive (and shall be
conclusively entitled to rely upon) an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies


  
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with the provisions of this Article 11, and that supplemental indenture is the valid, binding obligations of the Successor Company, enforceable against such Successor Company in accordance with
its terms, such Opinion of Counsel to be subject to customary exceptions. 
 ARTICLE 12 

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS 
 Section 12.01. Indenture and Notes Solely Corporate Obligations. No recourse for the payment
of the principal of or accrued and unpaid interest on, or the payment or delivery of consideration due upon conversion of, any Note, nor for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, Officer
or director or Subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of
the Notes. 
 ARTICLE 13 

SUBORDINATION 

Section 13.01. Agreement of Subordination. The Company covenants and agrees, and each Holder of Notes issued hereunder by
its acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article 13; and each Person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof,
accepts and agrees to be bound by such provisions. 
 The payment of the principal of and interest on all Notes (including, but not limited
to, the Fundamental Change Repurchase Price in accordance with Article 15, the Redemption Price in accordance with Article 16 and any cash payable upon conversion if the Company elects Cash Settlement or Combination Settlement, but excluding the
settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 14 (and cash payable in lieu of delivering any fractional share of Common Stock issuable upon conversion pursuant to Section 14.02(j))) issued
hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full in cash or other payment satisfactory to the holders of all Senior Debt, whether outstanding at the
date of this Indenture or thereafter incurred. 
 No provision of this Article 13 shall prevent the occurrence of any Default or Event of
Default hereunder. 
 Section 13.02. Payment to Holders. No payment shall be made with respect to the principal of or
interest on the Notes (including, but not limited to, the Fundamental Change 

  
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Repurchase Price in accordance with Article 15, the Redemption Price in accordance with Article 16 and any cash payable upon conversion if the Company elects Cash Settlement or Combination
Settlement, but excluding the settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 14 (and cash payable in lieu of delivering any fractional share of Common Stock issuable upon conversion pursuant to
Section 14.02(j))), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, if: 

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

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

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

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

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

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

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

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

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

For purposes of this Section 13.02, “Permitted Junior Securities” means (1) equity interests in the Company,
including, without limitation, shares of stock or warrants to purchase shares of stock of the Company as reorganized or readjusted or (2) debt securities of the Company that are subordinated to all Senior Debt and debt securities of the Company
or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Section 13.02 with respect to the Notes to the payment of all Senior Debt which may at
the time be outstanding; provided that (i) the Senior Debt is assumed by the new entity, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed
by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another 

  
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Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person
shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. 
 In
the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited to, the
Fundamental Change Repurchase Price in accordance with Article 15 and the Redemption Price in accordance with Article 16, but excluding the settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 14 (and
cash payable in lieu of delivering any fractional share of Common Stock issuable upon conversion pursuant to Section 14.02(j))), except payments and distributions made by the Trustee as permitted by the first or second paragraph of
Section 13.05 until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is
accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. 
 In the event
that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment
satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective
interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or
their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. 
 Nothing in
this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Section 13.05. 

Section 13.03. Subordination of the Notes. Subject to the payment in full, in cash or other payment satisfactory to the
holders of Senior Debt, of all Senior Debt, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Section 13.03
(equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of Senior Debt to receive payments or distributions applicable to the Senior Debt until the principal of and interest on the Notes shall be paid in full in cash; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Debt to which the Holders of the Notes or 

  
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the Trustee would be entitled except for the provisions of this Section 13.03, and no payment over pursuant to the provisions of this Section 13.03, to or for the benefit of the holders
of Senior Debt by Holders of the Notes or the Trustee, shall, as between the Company, its creditors other than holders of Senior Debt, and the Holders of the Notes, be deemed to be a payment by the Company to or on account of the Senior Debt; and no
payment or distribution to or for the benefit of the Holders of the Notes pursuant to the subrogation provisions of this Section 13.03, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the
Company to or for the account of the Notes. It is understood that the provisions of this Section 13.03 are and are intended solely for the purposes of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of
the Senior Debt, on the other hand. 
 Nothing contained in this Section 13.03 or elsewhere in this Indenture or in the Notes is
intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt, and the Holders of the Notes, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Notes the
principal of and interest on the Notes as and when the same shall become due and payable in accordance with their terms and to deliver the consideration due upon conversion, or is intended to or shall affect the relative rights of the Holders of the
Notes and creditors of the Company other than the holders of the Senior Debt. 
 Upon any payment or distribution of assets of the Company
referred to in this Section 13.03, the Trustee, subject to the provisions of Section 7.01, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which
such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the
amount thereof or payable thereon and all other facts pertinent thereto or to this Section 13.03. 
 Section 13.04.
Authorization to Effect Subordination. Each Holder of a Note by the Holder’s acceptance thereof authorizes and directs the Trustee on the Holder’s behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Section 13.04 and appoints the Trustee to act as the Holder’s attorney-in-fact for any and all such purposes. 

Section 13.05. Notice to Trustee. The Company shall give prompt written notice in the form of an Officer’s Certificate
to a Responsible Officer of the Trustee and to any Paying Agent of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Notes pursuant to the provisions of
this Section 13.05. Notwithstanding the provisions of this Section 13.05 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment
of monies to or by the Trustee in respect of the Notes pursuant to the provisions of this Section 13.05, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the applicable Corporate Trust Office
from the Company (in the form of an Officer’s Certificate) or a Representative or a holder or holders 

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

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

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

Section 13.07. Reinstatement. To the extent the payment of or distribution in respect of any Senior Debt (whether by or on
behalf of the Company as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or
similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar
Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. 

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

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

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

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

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

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

ARTICLE 14 

CONVERSION OF NOTES 

Section 14.01. Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each
Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the
conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding August 15, 2024 under the circumstances and during the periods set forth in Section 14.01(b), and
(ii) regardless of the conditions described in Section 14.01(b), on or after August 15, 2024 and prior to the close of business on the second Scheduled Trading Day immediately 

  
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preceding the Maturity Date, in each case, at an initial conversion rate of 5.3514 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion
Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). 

(b)    (i) Prior to the close of business on the Business Day immediately preceding August 15, 2024, a Holder may
surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000
principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the
Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the
definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company
pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit the Trading Price per $1,000 principal amount of Notes
unless the Company has requested such solicitation, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000
principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98%
of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to solicit, or if the
Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of
the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the
Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to solicit bids when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to
obtain bids and the Bid Solicitation Agent fails to make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence, then, in
either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading
Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the
Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for


  
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such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer
met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall
have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met. 

(ii)    If, prior to the close of business on the Business Day immediately preceding August 15, 2024,
the Company elects to: 
 (A)    issue to all or substantially all holders of the Common Stock any
rights, options or warrants (other than pursuant to a stockholders rights plan, so long as such rights have not separated from the shares of the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date
of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the
Trading Day immediately preceding the date of announcement of such issuance; or 
 (B)    distribute to
all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than pursuant to a stockholders rights plan, so long as such rights have not separated from the shares
of the Common Stock), which distribution has a per share value, as reasonably determined by the Company, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution,

 then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing
(such notification, the “Certain Distributions Notification”) (x) at least 30 Scheduled Trading Days prior to or (y) if in the Certain Distributions Notification the Company irrevocably elects Physical Settlement in respect of
any conversions with Conversion Dates that occur after delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date, at least 10 Scheduled Trading Days prior to, in either case, the Ex-Dividend Date for such issuance or distribution (or, if later in the case any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes
aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business
on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place (such
earlier date and time, the “Certain Distributions Conversion Period End Date”). 

  
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 Holders may not convert their Notes pursuant to this Section 14.01(b)(ii) if they participate (other
than in the case of a share split or share combination in respect of the Common Stock), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described above
without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate as of the record date for such issuance or distribution, multiplied by the principal amount (expressed in
thousands) of Notes held by such Holder. 
 (iii)    If a transaction or event that constitutes a
Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding August 15, 2024, regardless of whether a Holder has the right to require the Company to repurchase the Notes
pursuant to Section 15.02, or if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a
Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the Common Stock solely into shares of Common Stock of the surviving entity and such Common Stock
becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding August 15, 2024 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a
“Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the Corporate Event until the earlier of (x) 35 Trading Days after the effective date
of such Corporate Event or, if such Corporate Event also constitutes a Fundamental Change, until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the second Scheduled Trading
Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing no later than the effective date of such Corporate Event. 

(iv)    Prior to the close of business on the Business Day immediately preceding August 15, 2024, a
Holder may surrender all or any portion of its Notes for conversion at any time during any fiscal quarter commencing after the fiscal quarter ending on March 31, 2021 (and only during such fiscal quarter), if the Last Reported Sale Price of the
Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding fiscal quarter is greater than or equal to 130% of
the Conversion Price on each applicable Trading Day. 
 The Company shall determine at the beginning of each calendar quarter
commencing after March 31, 2021 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing if the Notes
become convertible in accordance with this clause (iv); provided that failure to give such notice will not be considered a Default or form the basis for an Event of Default for any purposes under this Indenture. 

  
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 Neither the Trustee nor the Conversion Agent shall have any obligation to
make any calculation or to determine whether the Notes may be surrendered for conversion or to notify the Company, the Depositary or any Holders if the Notes have become convertible. 

(v)    If the Company calls any or all Notes for redemption pursuant to Article 16 prior to the close of
business on the Business Day immediately preceding August 15, 2024, then Holders may convert all or any portion of their Notes called for redemption (or, in the case of a Partial Redemption, if the Company makes an All Notes Election, all or
any portion of their Notes irrespective of whether they are called for redemption in such Partial Redemption) for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the applicable
Redemption Date (or, if we default in the payment of the Redemption Price, the scheduled trading day preceding the date on which the Redemption Price has been paid or duly provided for) (any such period, a “Redemption Period”), even
if such Note is not otherwise convertible at such time. After that time, the right to convert such Note on account of the Company’s delivery of the Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption
Price, in which case a Holder of such Notes called for redemption may convert such Note (or any portion thereof) until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or
duly provided for. If the Company elects to redeem less than all of the outstanding Notes for redemption pursuant to Article 16 and the Company does not make an All Notes Election, and the Holder of any Note (or any owner of a beneficial interest in
any Global Note) is reasonably not able to determine, before the close of business on the 29th Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant
to such Partial Redemption (and, as a result thereof, convertible in accordance with the terms of this Section 14.01(b)(v)), then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable,
at any time before the close of business on the second Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to
convert such Note (or any such beneficial interest in any Global Note), as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each
such conversion shall be deemed to be of a Note called for redemption. 
 Section 14.02. Conversion Procedure; Settlement Upon
Conversion. 
 (a)    Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a),
upon conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock,
together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 

  
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(“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in
accordance with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in this Section 14.02. 

(i)    All conversions for which the relevant Conversion Date occurs on or after August 15, 2024 or
during a Redemption Period shall be settled using the same Settlement Method. 
 (ii)    Except for any
conversions for which the relevant Conversion Date occurs during a Redemption Period and any conversions for which the relevant Conversion Date occurs on or after August 15, 2024, the Company shall use the same Settlement Method for all
conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion Dates. 

(iii)    If, in respect of any Conversion Date (or the period described in the third immediately succeeding
set of parentheses, as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company shall
deliver such Settlement Notice to the Trustee, the Conversion Agent and converting Holders no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the
relevant Conversion Date occurs (i) during a Redemption Period, in the related Redemption Notice or (ii) on or after August 15, 2024, no later than August 15, 2024). If the Company does not elect a Settlement Method prior to the
deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement for such conversion or during such period and the Company shall be deemed to have elected
Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an
election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its
Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes to be converted shall be deemed to be $1,000.
Notwithstanding anything to the contrary in the foregoing, the Company shall be permitted to irrevocably elect Physical Settlement in any Certain Distributions Notification and any such election would be applicable to conversions with Conversion
Dates that occur after delivery to the Holders of the Certain Distributions Notification until the Certain Distributions Conversion Period End Date. By notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee), the Company
may, prior to the close of business on the Scheduled Trading Day immediately preceding August 15, 2024, at its option, irrevocably elect to satisfy its Conversion Obligation through Combination Settlement


  
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with a Specified Dollar Amount per $1,000 principal amount of Notes of at least $1,000 for all Conversion Dates occurring subsequent to delivery of such notice and for which another Settlement
Method does not otherwise apply or is not otherwise deemed to apply as set forth herein. If the Company irrevocably elects Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at
or above a specific amount, the Company shall, after the date of such election, inform Holders converting their Notes through the Trustee of such Specified Dollar Amount no later than the relevant Settlement Method election deadline, or, if the
Company does not timely notify Holders, such Specified Dollar Amount shall be the specific amount set forth in the Settlement Notice or, if no specific amount was set forth in the Settlement Notice, such Specified Dollar Amount shall be $1,000 per
$1,000 principal amount of Notes. The irrevocable election shall apply to all Note conversions on Conversion Dates occurring subsequent to delivery of such Settlement Notice; provided, however, that no such election will affect any Settlement
Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to the previsions of this Section 14.02. For the avoidance of doubt, such an irrevocable election, if made, shall be effective without the need to amend this
Indenture or the Notes, including pursuant to Section 10.01(l). However, the Company may nonetheless choose to execute such an amendment at its option. 

(iv)    The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of
any conversion of Notes (the “Settlement Amount”) shall be computed as follows: 

(A)    if the Company elects to satisfy its Conversion Obligation in respect of such conversion by
Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date (plus cash
in lieu of any fractional share of Common Stock issuable upon conversion); 
 (B)    if the Company
elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of
the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Observation Period; and 

(C)    if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in
respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for
each of the 25 consecutive Trading Days during the related Observation Period (plus cash in lieu of any fractional share of Common Stock issuable upon conversion). 

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

(b)    Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth
above, such Holder shall (i) in the case of a Global Note, comply with the Applicable Procedures in effect at that time and, if required, pay funds equal to the interest payable on the next Interest Payment Date to which such Holder is not
entitled as set forth in Section 14.02(h) and, if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e) (and the exercise of such conversion rights shall be irrevocable) and (ii) in the case of a Physical
Note or a global note processed outside of DTC (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof)
(a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or
certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and
transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents, (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such
Holder is not entitled as set forth in Section 14.02(h) and (5) if required, pay all transfer or similar taxes, if any, pursuant to Section 14.02(e). The Trustee (and if different, the Conversion Agent) shall notify the Company of any
conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to
the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. 

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

(c)    A Note shall be deemed to have been converted immediately prior to the close of business on the date (the
“Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may
be, the consideration due in respect of the Conversion Obligation on the second Business Day immediately following the 

  
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relevant Conversion Date, if the Company elects to satisfy its Conversion Obligation through Physical Settlement, or on the second Business Day immediately following the last Trading Day of the
Observation Period, if the Company elects to satisfy its Conversion Obligation through any other Settlement Method. If any shares of Common Stock are due to a converting Holder, the Company shall issue or cause to be issued, and deliver to such
Holder, or such Holder’s nominee or nominees, the full number of shares of Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of the Company’s Conversion Obligation. 

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

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

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

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

  
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conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest
Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on such Interest Payment Date notwithstanding the conversion. However, Notes surrendered for
conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so
converted on the corresponding Interest Payment Date (regardless of whether the converting Holder was the Holder of record on the corresponding Regular Record Date); provided that no such payment shall be required (1) for conversions
following the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day
immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the second Trading Day immediately following the corresponding Interest
Payment Date or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record at the close of business on the
Regular Record Date immediately preceding the Maturity Date, any Redemption Date and any Fundamental Change Repurchase Date described in clause (2) above shall receive the full interest payment due on the Maturity Date or other applicable
Interest Payment Date in cash regardless of whether their Notes have been converted, redeemed and/or repurchased, as applicable, following such Regular Record Date. 

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

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

  
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 (k)    If Cash Settlement or Combination Settlement applies to the
conversion of any Note, then the Company shall determine the Conversion Obligation due thereupon promptly following the last Trading Day of the applicable Observation Period and will promptly thereafter, and in any event within one Business Day
following the last day of the Observation Period, send notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail, subject to the Applicable Procedures. Neither the Trustee nor the Conversion Agent
shall have any duty to make any such determination. 
 Section 14.03. Increased Conversion Rate Applicable to Certain Notes
Surrendered in Connection with Make-Whole Fundamental Changes or During a Redemption Period. (a) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes
in connection with such Make-Whole Fundamental Change, or (ii) the Company issues a Redemption Notice and a Holder elects to convert Notes called for redemption during the related Redemption Period (or, if the Company makes an All Notes
Election, a Holder elects to convert all or any portion of its Notes during the related Redemption Period), the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a
number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the
relevant Conversion Date occurs 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
Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of
such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). For the avoidance of doubt, the Company shall increase the Conversion Rate during the related Redemption Period only with respect to
conversions of Notes called (or deemed called) for redemption, and not for Notes not called (or deemed called) for redemption; provided that if the Company makes an All Notes Election, all Notes shall be deemed called for redemption for the
purposes of this Section 14.03. Accordingly, if the Company elects to redeem less than all of the outstanding Notes as described under Article 16, unless the Company makes an All Notes Election, Holders of the Notes not called for redemption
shall not be entitled to convert such Notes on account of such redemption and, to the extent the Notes are otherwise convertible, shall not be entitled to an increased Conversion Rate for conversions of such Notes (on account of the Redemption
Notice) during the applicable Redemption Period, except in the limited circumstances set forth under Section 14.01(b)(v). 

(b)    Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to
Section 14.01(b)(iii) or during a Redemption Period, the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02;
provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed
entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall 

  
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be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate
(including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify in
writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) of Notes of the Effective Date of any Make-Whole Fundamental Change in writing no later than five Business Days after such Effective Date. 

(c)    The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by
reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) or the Redemption Notice Date, as applicable, and the price paid (or deemed to be paid)
per share of the Common Stock in the Make-Whole Fundamental Change or on the Redemption Notice Date(the “Stock Price”). If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole
Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock
over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change or the Redemption Notice Date, as the case may be. In the event that a conversion
during a Redemption Period would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the
applicable Redemption Notice Date or the Effective Date of the applicable Make-Whole Fundamental Change, and the later event will be deemed not to have occurred for purposes of this Section 14.03. The Board of Directors shall make appropriate
adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the
Ex-Dividend Date, Effective Date (as such term is used in Section 14.04) or Expiration Date of the event occurs during such five consecutive Trading Day period. 

(d)    The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the
Conversion Rate for the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the 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 the table below shall be adjusted in the same manner and at the same
time as the Conversion Rate as set forth in Section 14.04. 
 (e)    The following table sets forth the number of
Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant 

  
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to this Section 14.03 for each Stock Price and Effective Date or Redemption Notice Date, as applicable, set forth below: 

 

																																									
	 	  	Stock Price	 
	 Effective Date/

Redemption Notice

Date                
          
	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 
		  	$	133.4766	 	  	$	150.00	 	  	$	165.00	 	  	$	186.87	 	  	$	210.00	 	  	$	242.93	 	  	$	300.00	 	  	$	350.00	 	  	$	400.00	 	  	$	500.00	 
	 December 1, 2020
	  	 	2.1405	 	  	 	1.6141	 	  	 	1.2588	 	  	 	0.8838	 	  	 	0.6121	 	  	 	0.3635	 	  	 	0.1416	 	  	 	0.0546	 	  	 	0.0153	 	  	 	0.0000	 
	 November 15, 2021
	  	 	2.1405	 	  	 	1.5833	 	  	 	1.2122	 	  	 	0.8260	 	  	 	0.5522	 	  	 	0.3098	 	  	 	0.1063	 	  	 	0.0343	 	  	 	0.0064	 	  	 	0.0000	 
	 November 15, 2022
	  	 	2.1405	 	  	 	1.5200	 	  	 	1.1280	 	  	 	0.7292	 	  	 	0.4572	 	  	 	0.2302	 	  	 	0.0605	 	  	 	0.0120	 	  	 	0.0001	 	  	 	0.0000	 
	 November 15, 2023
	  	 	2.1405	 	  	 	1.4081	 	  	 	0.9778	 	  	 	0.5602	 	  	 	0.3002	 	  	 	0.1144	 	  	 	0.0128	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 
	 November 15, 2024
	  	 	2.1405	 	  	 	1.3152	 	  	 	0.7092	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 

 The exact Stock Price and Effective Date or Redemption Notice Date may not be set forth in the table above, in
which case: 
 (i)    if the Stock Price is between two Stock Prices in the table above or the Effective
Date or Redemption Notice Date, as the case may be, is between two Effective Dates or Redemption Notice Dates, as applicable, in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of
Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates or Redemption Notice Dates, as applicable, based on a 365-day year; 

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

(iii)    if the Stock Price is less than $133.4766 per share (subject to adjustment in the same manner as
the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate. 

Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 7.4919 shares of Common Stock, subject to
adjustment in the same manner as the Conversion Rate pursuant to Section 14.04. 
 (f)    Nothing in this
Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change. 

Section 14.04. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company if any
of the following events occurs, except that the 

  
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Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange
offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number
of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. 

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

 
 



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

 Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the
type described in this Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared. 
 (b)    If the Company
issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholders rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such
issuance, to 

  
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subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day
period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula: 

 
 



 
 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
			
	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 14.04(b) shall be made successively whenever any such rights, options or warrants are
issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such
rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the
number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such
Ex-Dividend Date for such issuance had not occurred. 
 For purposes of this Section 14.04(b) and
for the purpose of Section 14.01(b)(ii)(A), 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 that is less than such average of
the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price
of such shares 

  
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of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the
value of such consideration, if other than cash, to be determined by the Company. 
 (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
(i) dividends, distributions or issuances (including share splits) as to which an adjustment was effected pursuant to Section 14.04(a) or Section 14.04(b), (ii) except as otherwise described in Section 14.11, rights issued pursuant to any
stockholders rights plan of the Company then in effect, (iii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply, (iv) dividends or distributions of Reference Property in exchange
for or upon conversion of the Common Stock in a Share Exchange Event, and (v) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or
property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: 

 
 



 
 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
			
	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 Company) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such
distribution.

 Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of
business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such
distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing
increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common 

  
 77 













 
Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion
Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference
to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day
period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. 

With respect to an adjustment pursuant to this Section 14.04(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 or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national
securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula: 
  





 
 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the end of the Valuation Period;
			
	FMV0	  	=	  	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last
Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); provided, that if there is no Last Reported Sale Price of the Capital Stock or similar equity
interest distributed to holders of the Common Stock on such Ex-Dividend Date, the “Valuation Period” shall be the first 10 consecutive Trading Day period after, and including, the first date such
Last Reported Sale Price is available; and
			
	MP0	  	=	  	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

 The increase to the Conversion Rate under the preceding paragraph shall occur at the close of business on the
last Trading Day of the Valuation Period; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period, references to “10” in
the preceding paragraph shall be 

  
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deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such
Spin-Off and the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day
that falls within the relevant Observation Period for such conversion and within the Valuation Period, references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed
between the Ex-Dividend Date of such Spin-Off and such Trading Day in determining the Conversion Rate as of such Trading Day of such Observation Period. 

For purposes of this Section 14.04(c) (and subject in all respect to Section 14.11), rights, options or warrants distributed by the
Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the
occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the
Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under this Section 14.04(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 14.04(c). If any such right, option or warrant,
including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities,
evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or
warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an
adjustment to the Conversion Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final
redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed
distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming
such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued. 

  
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 For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c), if any
dividend or distribution to which this Section 14.04(c) is applicable also includes one or both of: 
 (A)    a dividend
or distribution of shares of Common Stock to which Section 14.04(a) is applicable (the “Clause A Distribution”); or 

(B)    a dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the
“Clause B Distribution”), 
 then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B
Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 14.04(c) with respect to such
Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.04(a) and Section
14.04(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be
the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately
prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of Section 14.04(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 14.04(b). 
 (d)    If the
Company pays or makes any cash dividend or distribution to all or substantially all holders of the Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.3685 per share (the initial “Dividend Threshold,”
subject to adjustment as provided herein), the Conversion Rate shall be adjusted based on the following formula: 
  
 



 
 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
			
	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;
			
	T	  	=	  	the Dividend Threshold; provided that if the dividend or distribution is not a regular quarterly cash dividend, the Dividend Threshold shall be deemed to be zero; and
			
	C	  	=	  	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.


  
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 The Dividend Threshold is subject to adjustment in a manner inversely proportional to adjustments to the
Conversion Rate; provided that no adjustment shall be made to the Dividend Threshold for any adjustment to the Conversion Rate under this Section 14.04(d). 

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





 
 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires (the date such
tender offer or exchange offer expires, the “Expiration Date”);
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;
			
	AC	  	=	  	the aggregate value of all cash and any other consideration (as determined by the Company) paid or payable for shares of Common Stock purchased in such tender or exchange offer;


  
 81 














					
	OS0	  	=	  	the number of shares of Common Stock outstanding immediately prior to the Expiration Date (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange
offer);
			
	OS’	  	=	  	the number of shares of Common Stock outstanding immediately after the Expiration Date (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);
and
			
	SP’	  	=	  	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date.

 The increase to the Conversion Rate under this Section 14.04(e) shall occur at the close of business on the
10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the
relevant Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the Expiration Date of any tender or exchange offer, references to “10” or “10th” in the preceding
paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Expiration Date of such tender or exchange offer and the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion
of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the 10 Trading Days immediately following, and including, the Trading
Day next succeeding the Expiration Date of any tender or exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the
Expiration Date of such tender or exchange offer and such Trading Day in determining the Conversion Rate as of such Trading Day. 
 In the
event that the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company is, or such Subsidiary is, permanently prevented by applicable law from
consummating any such purchases, or all such purchases are rescinded, then the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made or had been made only
in respect of the purchases that have been consummated. 
 (f)    Notwithstanding this Section 14.04 or any other
provision of this Indenture or the Notes, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such
Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Conversion Date as described under Section 14.02(i) based on an
adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions in this Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in
the related dividend, distribution or other event giving rise to such adjustment. 

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

(h)    In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04,
and to the extent permitted by applicable law and subject to the applicable rules of The Nasdaq Global Select Market, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board
of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject to the applicable rules of The Nasdaq Global Select Market, the Company may (but is not
required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of
Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences, the Company shall deliver to the Holder of each Note, the Trustee and the Conversion Agent a notice of the increase at least
15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect. 

(i)    Except as stated in this Indenture, the Company shall 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 Common Stock or such convertible or exchangeable securities. For illustrative purposes only and without limiting the
generality of the preceding sentence, the Conversion Rate shall not be adjusted: 
 (i)    Upon the
issuance of shares of Common Stock at a price below the Conversion Price or otherwise, other than any such issuance described in clauses (a), (b), (c), and (e) above; 

(ii)    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; 

(iii)    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 or incentive benefit plan (including pursuant to any evergreen plan) or program of or assumed by the Company or any of the Company’s Subsidiaries or in connection with any such
shares withheld by the Company for tax withholding purposes; 
 (iv)    upon the issuance of any shares
of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) of this subsection and outstanding as of the date the Notes were first issued; 

  
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 (v)    for a tender offer by any party other than a
tender offer by the Company or one or more of the Company’s Subsidiaries as described in clause (e) above; 

(vi)    upon the repurchase of any shares of Common Stock pursuant to an open market share repurchase
program or other buy-back transaction (including, without limitation, through any structured or derivative transactions such as accelerated repurchase transactions or similar forward derivatives), or other buy-back transaction, that is not a tender offer or exchange offer of the nature described in Section 14.04(e); 

(vii)    solely for a change in the par value (or lack of par value) of the Common Stock; or 

(viii)    for accrued and unpaid interest, if any. 

(j)    The Company will not adjust the applicable Conversion Rate pursuant to the clauses (a), (b), (c), (d) or
(e) of this Section 14.04 unless the adjustment would result in a change of at least 1% in the then effective Conversion Rate. However, the Company will carry forward any adjustment to such Conversion Rate that the Company would otherwise
have to make and take that adjustment into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried-forward adjustments shall be made with respect to the Notes: (i) when all such deferred adjustments would result in
an aggregate change of at least 1% to the Conversion Rate; (ii) the Conversion Date of (if Physical Settlement applies to such conversion), or each Trading Day of the applicable Observation Period for (if Cash Settlement or Combination
Settlement applies to such conversion), any Note; (iii) of any date on which the Company delivers a Redemption Notice and (iv) the date a Fundamental Change or Make-Whole Fundamental Change occurs. All calculations and other determinations
under this Article 14 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share. 

(k)    Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and
the Conversion Agent if not the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Neither the Trustee nor the Conversion Agent
shall have any responsibility to verify the accuracy of any adjustment to the Conversion Rate. Unless and until a Responsible Officer of the Trustee shall have received such Officer’s Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to each Holder. Failure to deliver such
notice shall not affect the legality or validity of any such adjustment. 

  
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 (l)    For purposes of this Section 14.04, the number of shares of
Common Stock at any time outstanding shall not include shares of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the
Company, but shall include shares of Common Stock issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. 

Section 14.05. Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last
Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the period for determining the Stock Price for purposes of a Make-Whole Fundamental
Change or Optional Redemption), the Company shall make appropriate adjustments (without duplication in respect of any adjustment made pursuant to Section 14.04) to each to account for any adjustment to the Conversion Rate that becomes
effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or Expiration Date, as the case may be, of the event occurs, at any time during the period when
the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated. 

Section 14.06. Shares to Be Fully Paid. The Company shall reserve, free from preemptive rights, out of its authorized but
unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion (assuming delivery of the maximum number of Additional Shares pursuant
to Section 14.03 and that at the time of computation of such number of shares, all such Notes would be converted by a single Holder and that Physical Settlement were applicable). 

Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. 

(a)    In the case of: 

(i)    any recapitalization, reclassification or change of the Common Stock (other than changes in par
value or resulting from a subdivision or combination), 
 (ii)    any consolidation, merger, combination
or similar transaction involving the Company, 
 (iii)    any sale, lease or other transfer to a third
party of all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole, or 

(iv)    any statutory share exchange, 

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 “Share Exchange Event”), then at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed


  
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into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a
holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference
Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event, the Company
or the successor or acquiring Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes;
provided, however, that at and after the effective time of the Share Exchange Event (A) the Company or the successor or acquiring company, as the case may be, shall continue to have the right to determine the form of consideration
to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable
in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a
holder of that number of shares of Common Stock would have been entitled to receive in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. 

If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of
consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration
received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The
Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the weighted average as soon as reasonably practicable, and in any event within one Business Day, after such determination is made. If the
holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion
of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the price
paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion
Date. 
 If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of common equity, such
supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 14 with respect to
the portion of the Reference Property consisting of such common equity. If, in the case of any Share 

  
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Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person other than the successor or
purchasing corporation, as the case may be, in such Share Exchange Event, then such supplemental indenture shall also be executed by such other Person, if such other Person is an affiliate of the Company or the successor or acquiring company, and
shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set
forth in Article 15. 
 (b)    When the Company executes a supplemental indenture pursuant to subsection (a) of
this Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property
after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall cause notice of the execution
of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. 

(c)    The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this
Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in
Section 14.01 and Section 14.02 prior to the effective date of such Share Exchange Event. 
 (d)    The above
provisions of this Section shall similarly apply to successive Share Exchange Events. 
 (e)    In connection with any
adjustment to the Conversion Rate described in this Section 14.07, the Company shall also adjust the Dividend Threshold based on the number of shares of Common Stock comprising the Reference Property and (if applicable) the value of any non-stock consideration comprising the reference property. If the reference property is composed solely of non-stock consideration, the Dividend Threshold will be deemed to be
zero. 
 Section 14.08. Certain Covenants. (a) Subject to Sections 14.02(d) and 14.02(e), the Company covenants that
all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. 

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

  
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 (c)    The Company further covenants that if at any time the Common
Stock shall be listed on any national securities exchange or automated quotation system the Company will list and use its commercially reasonable efforts to keep listed, so long as the Common Stock shall be so listed on such exchange or automated
quotation system, any Common Stock issuable upon conversion of the Notes. 
 Section 14.09. Responsibility of Trustee.
The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any
increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the
same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered
upon the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained
in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into
pursuant to Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or to
any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in
relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be
responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor. The Trustee and the Conversion Agent may conclusively rely upon any notice
with respect to the commencement or termination of such conversion rights, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be
provided for in Section 14.01(b). Except as otherwise expressly provided herein, neither the Trustee nor any other agent acting under this Indenture (other than the Company, if acting in such capacity) shall have any obligation to make any
calculation or to determine whether the Notes may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any of the Holders if the Notes have become convertible pursuant to the terms of this
Indenture. 

  
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 Section 14.10. Notice to Holders Prior to Certain Actions. In case of
any: 
 (a)    action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate
pursuant to Section 14.04 or Section 14.11; 
 (b)    Share Exchange Event; or 

(c)    voluntary or involuntary dissolution, liquidation or winding-up of the
Company; 
 then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture) and to the extent
applicable, the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be delivered to each Holder, a notice stating the date on which a record is to be taken for the purpose of such action by
the Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined for the purposes of such action by the Company or one of its Subsidiaries no later than the
earlier of the date notice of such date is required to be provided under Rule 10b-17 of the Exchange Act, other applicable Commission rule or applicable rules of the principal U.S. national or regional
securities exchange on which the Common Stock is then listed or admitted for trading and such date is publicly announced by the Company. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by
the Company or one of its Subsidiaries, Share Exchange Event, dissolution, liquidation or winding-up. 

Section 14.11. Stockholder Rights Plans. If the Company has a stockholder rights plan in effect upon conversion of the
Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, under such stockholder rights plan and the certificates representing the Common Stock issued upon such
conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from
the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common
Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights. 

Section 14.12. Exchange in Lieu of Conversion. When a Holder surrenders its Notes for conversion, the Company may, at its
election (an “Exchange Election”), cause such Notes to be delivered on or prior to the second Trading Day following the Conversion Date to a financial institution designated by the Company for exchange in lieu of conversion. In
order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely deliver, in exchange for such Notes, the cash, shares of Common Stock or combination thereof due upon conversion as described in
Section 14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, Conversion Agent and the Holder surrendering
its Notes for conversion that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or
delivery of cash, shares 

  
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of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering its Notes for conversion, and the Conversion Agent shall cooperate to cause such Notes to be
delivered to the financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of such Exchange
Election or financial institution. 
 Any Notes exchanged by the designated financial institution, subject to Applicable Procedures, shall
remain outstanding, subject to the Applicable Procedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due
upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the required cash, shares
of Common Stock or a combination thereof due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election. 

The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require that financial
institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that
would compensate it for any such transaction. 
 ARTICLE 15 

REPURCHASE OF NOTES AT OPTION OF
HOLDERS 
 Section 15.01. [Intentionally Omitted].  

Section 15.02. Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at
any time, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple
of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a
repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the
Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest
(to, but excluding, such Interest Payment Date) to Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15.
The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law. 

  
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 (b)    Repurchases of Notes under this Section 15.02 shall be made,
at the option of the Holder thereof, upon: 
 (i)    delivery to the Paying Agent by a Holder of a duly
completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Applicable Procedures
for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and 

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

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

(i)    in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;

 (ii)    the portion of the principal amount of Notes to be repurchased, which must be in minimum
denominations of $1,000 or an integral multiple thereof; and 
 (iii)    that the Notes are to be
repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; 
 provided, however, that if the Notes are
Global Notes, the Fundamental Change Repurchase Notice must comply with the Applicable Procedures. 
 Simultaneously with providing such
Fundamental Change Repurchase Notice, the Company shall publish the information on its website or through such other public medium as the Company may use at the time. 

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice
contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change
Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03 or in accordance with the Applicable Procedures. 

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

  
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 (c)    On or before the 20th Business Day after the occurrence of the
effective date of a Fundamental Change, the Company shall provide to all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (in the case of a Paying Agent other than the Trustee) a written notice
(the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such
notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the Applicable Procedures of the Depositary. Each Fundamental Change Company Notice shall specify: 

(i)    the events causing the Fundamental Change; 

(ii)    the effective date of the Fundamental Change; 

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

 (iv)    the Fundamental Change Repurchase Price; 

(v)    the Fundamental Change Repurchase Date; 

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

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

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

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

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the
validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. 
 At the Company’s request, given at
least five days prior to the date the Fundamental Change Company Notice is to be sent to the Holders (or such shorter period as agreed by the Paying Agent) the Paying Agent shall give such notice in the Company’s name and at the Company’s
expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. 

  
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 (d)    Notwithstanding the foregoing, no Notes may be repurchased by the
Company on any date at the option of the Holders in connection with a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an
acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during
the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the
Notes in compliance with the Applicable Procedures shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been
withdrawn. 
 (e)    Notwithstanding anything to the contrary in this Indenture, the Company shall not be required to
repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set
forth in this Article 15, and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company
as set forth in this Article 15. 
 (f)    For purposes of this Article 15, the Paying Agent may be any agent,
depositary, tender agent, paying agent or other agent appointed by the Company to accomplish the purposes set forth herein. 

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

(ii)    if Physical Notes have been issued, the certificate number of the Note in respect of which such
notice of withdrawal is being submitted, and 
 (iii)    the principal amount, if any, of such Note that
remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; 

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

  
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 Section 15.04. Deposit of Fundamental Change Repurchase Price.
(a) The Company will deposit with the Paying Agent, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental
Change Repurchase Date (subject to extension in order to allow the Company to comply with applicable law) an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject
to receipt of funds and/or Notes by the Paying Agent, payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on
the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Paying Agent by the Holder
thereof in the manner required by Section 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary
shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of
the Fundamental Change Repurchase Price. 
 (b)    If by 11:00 a.m. New York City time, on the Fundamental Change
Repurchase Date, the Paying Agent holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, or, if extended in order to allow the Company to comply with
applicable law, such later date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on
such Notes on the Fundamental Change Repurchase Date or, if extended in order to allow the Company to comply with applicable law, such later date (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the
Paying Agent) and (iii) all other rights of the Holders of such Notes with respect to the Notes will terminate on the Fundamental Change Repurchase Date or, if extended in order to allow the Company to comply with applicable law, such later
date (other than (x) the right to receive the Fundamental Change Repurchase Price and (y) if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the
Holder of record on such Regular Record Date to receive the full amount of accrued and unpaid interest to, but excluding, such Interest Payment Date). 

(c)    Upon surrender of a Physical Note that is to be repurchased in part pursuant to Section 15.02, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note surrendered. 

Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the
Company will, if required: 
 (a)    comply with the provisions of Rule 13e-4,
Rule 14e-1 and any other tender offer rules under the Exchange Act; 

  
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 (b)    file a Schedule TO or any other required schedule under the
Exchange Act; and 
 (c)    otherwise comply in all material respects with all federal and state securities laws in
connection with any offer by the Company to repurchase the Notes; 
 in each case, so as to permit the rights and obligations under this Article 15 to be
exercised in the time and in the manner specified in this Article 15 subject to postponement in order to allow the Company to comply with applicable law. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to the Company’s obligations to purchase the Notes upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its
obligations under such provisions of this Indenture by virtue of such conflict. 
 ARTICLE 16 

OPTIONAL REDEMPTION 

Section 16.01. Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company
prior to November 20, 2022. On or after November 20, 2022, the Company may redeem, at its option, (an “Optional Redemption”) for cash all or any portion of the Notes (subject to the Partial Redemption Limit), at the
Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date
on which the Company provides the Redemption Notice in accordance with Section 16.02 (a “Redemption Notice Date”), during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the
date on which the Company provides the Redemption Notice Date. If the Company elects to redeem fewer than all outstanding Notes (a “Partial Redemption”), the Company may in such Partial Redemption deem either (x) only the Notes
subject to such redemption or (y) all Notes, irrespective of whether they are called for redemption (an “All Notes Election”), to be convertible during the related Redemption Period and entitled to an increased Conversion Rate,
under certain circumstances, if so surrendered for conversion during such Redemption Period, such increase to be by a number of additional shares pursuant to Section 14.03. If the Company elects to have only Notes called for redemption
convertible on account of any Partial Redemption as set forth in this Section 16.01, at least $100,000,000 aggregate principal amount of Notes must be outstanding and not subject to Optional Redemption pursuant to the relevant Redemption Notice
as of the related Redemption Notice Date (such aggregate principal amount, the “Partial Redemption Limit”) unless the Company shall have made an All Notes Election with respect to such Partial Redemption pursuant to
Section 14.01(b)(v). In the event of any Partial Redemption, the Company shall specify which Notes are convertible as set forth in the relevant Redemption Notice. 

Section 16.02. Notice of Optional Redemption; Selection of Notes. 

(a)    In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the
Notes pursuant to Section 16.01, it shall fix a date for 

  
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redemption (each, a “Redemption Date”) and it or, at its written request together with the Redemption Notice to be given, an Officer’s Certificate received by the Trustee
not less than five Scheduled Trading Days prior to the Redemption Notice Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered
a notice of such Optional Redemption (a “Redemption Notice”) not less than 30 nor more than 45 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in
part; provided, however, that, if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the
Trustee). The Redemption Date must be a Business Day. The Company may not specify a Redemption Date that falls on or after the 26th Scheduled Trading Day immediately preceding the Maturity Date. 

(b)    The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. In any case, failure to give such Redemption Notice or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Note. 
 (c)    Each Redemption Notice shall identify the Notes and
specify: 
 (i)    the Redemption Date; 

(ii)    the Redemption Price; 

(iii)    that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be
redeemed, and that unless the Company defaults in the payment of the Redemption Price, interest thereon, if any, shall cease to accrue on and after the Redemption Date; 

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

 (v)    in a Partial Redemption, whether the Company has made an All Notes Election with respect to
such Partial Redemption; 
 (vi)    that all Holders or, in the case of a Partial Redemption where the
Company has not made an All Notes Election, Holders of Notes called (or deemed call) for Redemption may surrender their Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the
Redemption Date (unless the Company fails to pay the Redemption Price, in which case a Holder of Notes subject to such Optional Redemption may convert such Notes until the close of business on the Scheduled Trading Day immediately preceding the date
on which the Redemption Price has been paid or duly provided for); 

  
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 (vii)    the procedures a converting Holder must follow
to convert its Notes and the Settlement Method; 
 (viii)    the Conversion Rate and, if applicable, the
number of Additional Shares added to the Conversion Rate in accordance with Section 14.03; 

(ix)    the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation
is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and 

(x)    in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be
redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued, which principal amount must be $1,000 or a multiple thereof. 

A Redemption Notice shall be irrevocable. 

(d)    In any Partial Redemption, the Notes to be redeemed will be selected by lot according to the Depositary’s
Applicable Procedures, in the case of Notes represented by a Global Note, or, in the case of Notes represented by Physical Notes, on a pro rata or by lot basis or by another method the Trustee deems to be appropriate and fair. If any Note selected
for partial redemption is submitted for conversion in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption. 

Section 16.03. Payment of Notes Called for Redemption. (a) If any Redemption Notice has been given in respect of the Notes in
accordance with Section 16.02, the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender of the Notes at the place
or places stated in the Redemption Notice, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price. 

(b)    Prior to 11:00 a.m. New York City time on the Redemption Date, the Company shall deposit with the Paying Agent or,
if the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 7.05 an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay
the Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall,
promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price. 

Section 16.04 Restrictions on Redemption. The Company may not redeem any Notes on any date if the principal amount of the
Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment
of the Redemption Price with respect to such Notes). 

  
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 ARTICLE 17 

MISCELLANEOUS PROVISIONS 

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

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

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

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

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

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

  
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 Section 17.04. Governing Law; Jurisdiction. THIS INDENTURE AND EACH NOTE,
AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).

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

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

Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee. Upon any
application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel, in form reasonably satisfactory
to the Trustee, stating that such action is permitted by the terms of this Indenture and that all conditions precedent including any covenants, compliance with such which constitutes a condition precedent to such action have been complied with. 

Each Officer’s Certificate and Opinion of Counsel provided for, by or on behalf of the Company in this Indenture and delivered to the
Trustee with respect to compliance with this Indenture (other than the Officer’s Certificates provided for in Section 4.08) shall include (a) a statement that the person signing such certificate is familiar with the requested action
and this Indenture; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has
made such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such action is permitted by this Indenture; and (d) a statement as to whether or not, in the judgment of such
person, such action is permitted by this Indenture and that all conditions precedent to such action have been complied with. 

  
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 Section 17.06. Legal Holidays. In any case where any Interest Payment
Date, any Fundamental Change Repurchase Date, or the Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as
if taken on such date, and no interest shall accrue in respect of the delay. For purposes of the foregoing sentence, a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be
deemed not to be a Business Day. In any case where any Redemption Date has been declared not to be a Business Day in accordance with applicable law following the date on which a Redemption Notice has been delivered to Holders pursuant to
Section 16.02, then any such Redemption Date shall be the next succeeding Business Day with the same force and effect as if taken on the Redemption Date set forth in the Redemption Notice, and no interest shall accrue in respect of the delay.

 Section 17.07. No Security Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be
construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction. 

Section 17.08. Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any
Person, other than the Holders, the holders of Senior Debt, the parties hereto, any Paying Agent, any Conversion Agent, any Bid Solicitation Agent, any Custodian, any authenticating agent, any Note Registrar and their successors hereunder, any
benefit or any legal or equitable right, remedy or claim under this Indenture. 
 Section 17.09. Table of Contents, Headings,
Etc. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof. 
 Section 17.10. Authenticating Agent. The Trustee may appoint an authenticating
agent that shall be authorized to act on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under
Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 10.04 and Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those
Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a
certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at
all times be a Person eligible to serve as trustee hereunder pursuant to Section 7.08. 

  
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 Any corporation or other entity into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the
corporate trust business of any authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 17.10, without the execution or filing of
any paper or any further act on the part of the parties hereto or the authenticating agent or such successor corporation or other entity. 

Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at
any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee may appoint a successor authenticating agent (which may be the Trustee), shall give written notice of such appointment to the Company and shall deliver notice of such
appointment to all Holders. 
 The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its
services although the Company may terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. 
 The
provisions of Section 7.02, Section 7.03, Section 7.04, Section 8.03 and this Section 17.10 shall be applicable to any authenticating agent. 

If an authenticating agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

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

			
	By:	 	
                     
                    

	 Authorized Signatory


 Section 17.11. Execution in Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes. This Indenture shall be valid, binding and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed,
scanned or photocopied manual signature; or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform


  
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Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature
Law”), in each case to the extent applicable. Each faxed, scanned or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original
manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned or photocopied manual signature, or other electronic signature, of any other party and shall have no
duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute
one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended
character of the writings. 
 The Company agrees to assume all risks arising out of the use of using digital signatures and electronic
methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 

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

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

Section 17.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any act or provision of any present or future law or regulation or governmental authority,
natural disaster, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, labor dispute, disease, epidemic or pandemic, quarantine, national emergency and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, communications system failure, malware or ransomware or other unavailability of the Federal Reserve Bank wire or facsimile or telex system
or other funds transfer system or other wire or communication facility or unavailability of any securities clearing system; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances. 

  
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 Section 17.15. Calculations. The Company shall be responsible for making all
calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Stock Price, the Last Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement
Amounts, adjustments to the Conversion Price and the Conversion Rate, the amount of conversion consideration deliverable in respect of any conversion of the Notes, accrued interest payable on the Notes, any Additional Interest payable and the
Conversion Rate for the Notes. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its
calculations to each of the Trustee and the Conversion Agent, 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 Company will
forward the Company’s calculations to any Holder of Notes upon the written request of that Holder at the sole cost and expense of the Company. 

Section 17.16. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT
Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a
relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act. 

Section 17.17. Tax Withholding. The Company or the Trustee, as the case may be, shall be entitled to make a deduction or
withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements
thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the
Company or the Trustee, as the case may be, shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any
payment hereunder or pay any additional amount as a result of such withholding tax. 
 [Remainder of page intentionally left blank]


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

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

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

		
	By:	 	 /s/ Maddy Hughes

		 	Name:	 	Maddy Hughes
		 	Title:	 	Vice President



  
 [Signature Page
to Indenture] 













 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE] 
 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 
 [INCLUDE FOLLOWING LEGEND IN ALL
SECURITIES] 
 [THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INDENTURE DATED
AS OF EVEN DATE HEREWITH, BY AND BETWEEN MICROCHIP TECHNOLOGY INCORPORATED, AS ISSUER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, AND EACH HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE
INDENTURE, INCLUDING WITHOUT LIMITATION, THE SUBORDINATION TERMS THEREIN.] 












 Microchip Technology Incorporated 

0.125% Convertible Senior Subordinated Note due 2024 
  

			
	No. [    ]	  	[Initially]1 $[        ]                


 CUSIP No. 595017AU8 

Microchip Technology Incorporated, a corporation duly organized and validly existing under the laws of the State of Delaware (the
“Company,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]2 [        ]3, or registered assigns, the principal sum [as set forth in the “Schedule of Exchanges of
Notes” attached hereto]4 [of $[        ]]5, which amount, taken together with the principal
amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $665,514,000 in aggregate at any time, in accordance with the rules and the Applicable Procedures, on November 15, 2024, and interest thereon as set
forth below. 
 This Note shall bear interest at the rate of 0.125% per year from December 1, 2020, or from the most recent date to
which interest had been paid or provided for to, but excluding, the next scheduled Interest Payment Date until November 15, 2024. Interest is payable semi-annually in arrears on each May 15 and November 15, commencing on May 15,
2021, to Holders of record at the close of business on the preceding May 1 and November 1 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 6.03 of the
within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 6.03, and
any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made. 

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

The Company shall pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds
to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are 

 
  

	1 	 Include if a global note. 



	2 	 Include if a global note. 



	3 	 Include if a physical note. 



	4 	 Include if a global note. 



	5 	 Include if a physical note. 



  
 A-2 













 
Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes
and its Corporate Trust Office located in the United States of America as a place where Notes may be presented for payment or for registration of transfer and exchange. 

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

This Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed
by the laws of the State of New York (without regard to the conflicts of laws provisions thereof). 
 In the case of any conflict
between this Note and the Indenture, the provisions of the Indenture shall control and govern. 
 This Note shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating agent under the Indenture. 

[Remainder of page intentionally left blank] 

  
 A-3 













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

 

			
	 MICROCHIP TECHNOLOGY INCORPORATED

		
	By:	 	
                     
                                        


		 	Name:
		 	Title:


  

			
	Dated: December     , 2020
	
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee, certifies that this is one of the Notes described in the within-named Indenture.
		
	By:	 	
                     
                    

		 	Authorized Signatory


  
 A-4 













 [FORM OF REVERSE OF NOTE] 

Microchip Technology Incorporated 

0.125% Convertible Senior Subordinated Note due 2024 

This Note is one of a duly authorized issue of Notes of the Company, designated as its 0.125% Convertible Senior Subordinated Notes due 2024
(the “Notes”), limited to the aggregate principal amount of $665,514,000 all issued under and pursuant to an Indenture dated as of December 1, 2020 (the “Indenture”), between the Company and Wells Fargo Bank,
National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note
shall have the respective meanings set forth in the Indenture. 
 In case certain Events of Default shall have occurred and be continuing,
the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions and certain exceptions set forth in the Indenture. 
 Subject to the terms and conditions of the
Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date, the Redemption Price on the Redemption Date and the principal amount on the Maturity Date,
as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of
public and private debts. 
 The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the
consent of the Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes
at the time outstanding may on behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. 

Notwithstanding any other provision of the Indenture or any provision of this Note, each Holder shall have the contractual right to receive
payment or delivery, as the case may be, of (x) the principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due
upon 

  
 A-5 













 
conversion of, this Note, on or after the respective due dates expressed or provided for in this Note or in the Indenture, and the contractual right to institute suit for the enforcement of any
such payment or delivery, as the case may be, on or after such respective dates, shall not be amended without the consent of each Holder. 

The Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. At the
office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations,
without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new
Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange. 
 The
Notes are not subject to redemption prior to November 20, 2022. The Notes shall be redeemable at the Company’s option on or after November 20, 2022 in accordance with the terms and subject to the conditions specified in the Indenture.
No sinking fund is provided for the Notes.     
 To the extent provided in the Indenture, this Note and all Notes are
subordinated to Senior Debt. To the extent provided in the Indenture, Senior Debt must be paid in full before the Notes may be paid. The Company agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose. 

Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for
cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price. 

Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of
certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into
cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture. 

  
 A-6 













 ABBREVIATIONS 

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

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act 
 CUST =
Custodian 
 TEN ENT = as tenants by the entireties     

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

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

  
 A-7 













 SCHEDULE A6 

SCHEDULE OF EXCHANGES OF NOTES 

Microchip Technology Incorporated 

0.125% Convertible Senior Subordinated Notes due 2024 

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

									
	 Date of exchange
	  	 Amount of

decrease in

principal amount

of this Global Note
	  	 Amount of

increase in

principal amount

of this Global Note
	  	 Principal amount

of this Global Note

following such

decrease or
 increase
	  	 Signature of

authorized
 signatory of

Trustee or

Custodian

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  


  

	6 	 Include if a global note. 



  
 A-8 













 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 
  

	To:	 Wells Fargo Bank, National Association 



600 South Fourth Street, 6th Floor 

Minneapolis, MN 55415 
 Attention:
Corporate Trust Services – Microchip Administrator 
 The undersigned registered owner of this Note hereby exercises the option to
convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in
accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes
representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued
in the name of a Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required
to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 

 

							
	Dated:                                     
                                         
               	 		 	
                     
                                        
	 	
				
		 		 	
                     

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


  
 1 














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

Social Security or Other Taxpayer
 Identification
Number



  
 2 













 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 

To: Paying Agent                 

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

							
	Dated:	 	
                     
                                        
	 		 	
				
		 		 		 	  

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


  
 1 














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


  
 2 













 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 Note, and hereby irrevocably
constitutes and appoints                      attorney to transfer the said Note on the books of the Company, with full power of substitution
in the premises. 
  

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

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

  
 1