EX-4.1



 Exhibit 4.1 
  

 
  

ZILLOW GROUP, INC. 
 AND 

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

as Trustee 
 INDENTURE 

Dated as of December 12, 2016 

2.00% Convertible Senior Notes due 2021 
  

 
  







 TABLE OF CONTENTS 

 
  

 

							
	 	 	 	  	PAGE	 
			
		 	ARTICLE 1	  			
		 	DEFINITIONS	  			
			
	Section 1.01.	 	 Definitions
	  	 	1	  
	Section 1.02.	 	 References to Interest
	  	 	12	  
			
		 	ARTICLE 2	  			
		 	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	  			
			
	Section 2.01.	 	 Designation and Amount
	  	 	12	  
	Section 2.02.	 	 Form of Notes
	  	 	12	  
	Section 2.03.	 	 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts
	  	 	13	  
	Section 2.04.	 	 Execution, Authentication and Delivery of Notes
	  	 	15	  
	Section 2.05.	 	 Exchange and Registration of Transfer of Notes; Restrictions on Transfer;
Depositary
	  	 	15	  
	Section 2.06.	 	 Mutilated, Destroyed, Lost or Stolen Notes
	  	 	22	  
	Section 2.07.	 	 Temporary Notes
	  	 	23	  
	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.	 	 Rule 144A Information Requirement and Annual Reports
	  	 	27	  
	Section 4.07.	 	 Stay, Extension and Usury Laws
	  	 	29	  
	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
	  	 	30	  
			
		 	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
	  	 	35	  
	Section 6.07.	 	 Proceedings by Trustee
	  	 	36	  
	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
	  	 	37	  
	Section 6.11.	 	 Undertaking to Pay Costs
	  	 	38	  
			
		 	ARTICLE 7	  			
		 	CONCERNING THE TRUSTEE	  			
			
	Section 7.01.	 	 Duties of the Trustee
	  	 	38	  
	Section 7.02.	 	 Rights of the Trustee
	  	 	39	  
	Section 7.03.	 	 No Responsibility for Recitals, Etc.
	  	 	41	  
	Section 7.04.	 	 Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes
	  	 	41	  
	Section 7.05.	 	 Monies and Shares of Class C Capital Stock to Be Held in Trust
	  	 	41	  
	Section 7.06.	 	 Compensation and Expenses of Trustee
	  	 	41	  
	Section 7.07.	 	 Intentionally Omitted
	  	 	42	  
	Section 7.08.	 	 Eligibility of Trustee
	  	 	42	  
	Section 7.09.	 	 Resignation or Removal of Trustee
	  	 	42	  
	Section 7.10.	 	 Acceptance by Successor Trustee
	  	 	43	  
	Section 7.11.	 	 Succession by Merger, Etc.
	  	 	44	  
	Section 7.12.	 	 Trustee’s Application for Instructions from the Company
	  	 	45	  
			
		 	ARTICLE 8	  			
		 	CONCERNING THE HOLDERS	  			
			
	Section 8.01.	 	 Action by Holders
	  	 	45	  
	Section 8.02.	 	 Proof of Execution by Holders
	  	 	45	  
	Section 8.03.	 	 Who Are Deemed Absolute Owners
	  	 	45	  
	Section 8.04.	 	 Company-Owned Notes Disregarded
	  	 	46	  
	Section 8.05.	 	 Revocation of Consents; Future Holders Bound
	  	 	46	  


  
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		 	ARTICLE 9	  			
		 	HOLDERS’ MEETINGS	  			
			
	Section 9.01.	 	 Purpose of Meetings
	  	 	47	  
	Section 9.02.	 	 Call of Meetings by Trustee
	  	 	47	  
	Section 9.03.	 	 Call of Meetings by Company or Holders
	  	 	47	  
	Section 9.04.	 	 Qualifications for Voting
	  	 	47	  
	Section 9.05.	 	 Regulations
	  	 	48	  
	Section 9.06.	 	 Voting
	  	 	48	  
	Section 9.07.	 	 No Delay of Rights by Meeting
	  	 	49	  
			
		 	ARTICLE 10	  			
		 	SUPPLEMENTAL INDENTURES	  			
			
	Section 10.01.	 	 Supplemental Indentures Without Consent of Holders
	  	 	49	  
	Section 10.02.	 	 Supplemental Indentures with Consent of Holders
	  	 	50	  
	Section 10.03.	 	 Effect of Supplemental Indentures
	  	 	51	  
	Section 10.04.	 	 Notation on Notes
	  	 	51	  
	Section 10.05.	 	 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee
	  	 	51	  
			
		 	ARTICLE 11	  			
		 	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	  			
			
	Section 11.01.	 	 Company May Consolidate, Etc. on Certain Terms
	  	 	51	  
	Section 11.02.	 	 Successor Corporation to Be Substituted
	  	 	52	  
	Section 11.03.	 	 Opinion of Counsel to Be Given to Trustee
	  	 	53	  
			
		 	ARTICLE 12	  			
		 	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	  			
			
	Section 12.01.	 	 Indenture and Notes Solely Corporate Obligations
	  	 	53	  
			
		 	ARTICLE 13	  			
		 	[INTENTIONALLY OMITTED]	  			
			
		 	ARTICLE 14	  			
		 	CONVERSION OF NOTES	  			
			
	Section 14.01.	 	 Conversion Privilege
	  	 	53	  
	Section 14.02.	 	 Conversion Procedure; Settlement Upon Conversion
	  	 	56	  
	Section 14.03.	 	 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole
Fundamental Changes
	  	 	60	  
	Section 14.04.	 	 Adjustment of Conversion Rate
	  	 	62	  
	Section 14.05.	 	 Adjustments of Prices
	  	 	71	  
	Section 14.06.	 	 Shares to Be Fully Paid
	  	 	72	  


  
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	Section 14.07.	 	 Effect of Recapitalizations, Reclassifications and Changes of the Class C Capital
Stock
	  	 	72	  
	Section 14.08.	 	 Certain Covenants
	  	 	74	  
	Section 14.09.	 	 Responsibility of Trustee
	  	 	74	  
	Section 14.10.	 	 Notice to Holders Prior to Certain Actions
	  	 	75	  
	Section 14.11.	 	 Stockholder Rights Plans
	  	 	75	  
			
		 	ARTICLE 15	  			
		 	REPURCHASE OF NOTES AT OPTION OF HOLDERS	  			
			
	Section 15.01.	 	 Intentionally Omitted
	  	 	76	  
	Section 15.02.	 	 Repurchase at Option of Holders Upon a Fundamental Change
	  	 	76	  
	Section 15.03.	 	 Withdrawal of Fundamental Change Repurchase Notice
	  	 	78	  
	Section 15.04.	 	 Deposit of Fundamental Change Repurchase Price
	  	 	79	  
	Section 15.05.	 	 Covenant to Comply with Applicable Laws Upon Repurchase of Notes
	  	 	80	  
			
		 	ARTICLE 16	  			
		 	OPTIONAL REDEMPTION	  			
			
	Section 16.01.	 	 Optional Redemption
	  	 	80	  
	Section 16.02.	 	 Notice of Optional Redemption; Selection of Notes
	  	 	80	  
	Section 16.03.	 	 Payment of Notes Called for Redemption
	  	 	81	  
	Section 16.04.	 	 Restrictions on Redemption
	  	 	82	  
			
		 	ARTICLE 17	  			
		 	MISCELLANEOUS PROVISIONS	  			
			
	Section 17.01.	 	 Provisions Binding on Company’s Successors
	  	 	82	  
	Section 17.02.	 	 Official Acts by Successor Corporation
	  	 	82	  
	Section 17.03.	 	 Addresses for Notices, Etc.
	  	 	82	  
	Section 17.04.	 	 Governing Law; Jurisdiction
	  	 	83	  
	Section 17.05.	 	 Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to
Trustee
	  	 	84	  
	Section 17.06.	 	 Legal Holidays
	  	 	84	  
	Section 17.07.	 	 No Security Interest Created
	  	 	84	  
	Section 17.08.	 	 Benefits of Indenture
	  	 	84	  
	Section 17.09.	 	 Table of Contents, Headings, Etc.
	  	 	84	  
	Section 17.10.	 	 Authenticating Agent
	  	 	85	  
	Section 17.11.	 	 Execution in Counterparts
	  	 	86	  
	Section 17.12.	 	 Severability
	  	 	86	  
	Section 17.13.	 	 Waiver of Jury Trial
	  	 	86	  
	Section 17.14.	 	 Force Majeure
	  	 	86	  
	Section 17.15.	 	 Calculations
	  	 	86	  
	Section 17.16.	 	 USA PATRIOT Act
	  	 	87	  
	Section 17.17.	 	 Foreign Account Tax Compliance Act (FATCA)
	  	 	87	  


  
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 EXHIBIT 
  

							
	Exhibit A	 	 Form of Note
	  	 	A-1	  


  
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 INDENTURE dated as of December 12, 2016 between Zillow Group, Inc., a Washington
corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., 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 2.00% Convertible Senior Notes due 2021 (the
“Notes”), initially in an aggregate principal amount not to exceed $460,000,000, 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 in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this
Indenture and the issuance hereunder of the Notes have in all respects been duly authorized. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

DEFINITIONS 

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

“Additional Interest” means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and Section 6.03,
as applicable. 







 “Additional Shares” shall have the meaning specified in Section 14.03(a). 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 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. 
 “Applicable Law” shall have the meaning specified in Section 17.17. 

“Bid Solicitation Agent” means the Company or the Person appointed by the Company to solicit bids for the Trading Price of
the Notes in accordance with Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent. 
 “Board of
Directors” means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder. 

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

“Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve
Bank of New York is authorized or required by law or executive order to close or be closed. 
 “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, but excluding any debt securities convertible into such
equity. 
 “Cash Settlement” shall have the meaning specified in Section 14.02(a). 

“Class C Capital Stock” means the Class C capital stock of the Company, par value $0.0001 per share,
at the date of this Indenture, subject to Section 14.07. 
 “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). 

  
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 “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. 

“Company” shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article
11, shall include its successors and assigns. 
 “Company Order” means a written order of the Company, signed by
(a) the Company’s Chief Executive Officer, Chief Financial Officer, President, Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title
“Vice President”) and (b) any such other Officer designated in clause (a) of this definition or the Company’s Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary, and delivered to the Trustee. 

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

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

“Conversion 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). 

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at 400 South Hope Street, Suite 500, Los Angeles, California 90071, Attention: Corporate Trust, or such other address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal 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 20 consecutive Trading Days during the
Observation Period, 5% 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 20. 

  
 3 








 “Daily Settlement Amount,” for each of the 20 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 Class C Capital 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 20 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 “Z <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 Class C Capital 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. 
 “Defaulted Amounts” means any amounts on any Note
(including, without limitation, the Redemption Price, the Fundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for. 

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

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

“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 Class C Capital 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 Class C Capital
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 Class C Capital Stock on
such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market. 

  
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 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder. 
 “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, has become the direct or indirect “beneficial owner,” as defined in
Rule 13d-3 under the Exchange Act, of (i) the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity or (ii) more than 50% of the then
outstanding Class C Capital Stock; 
 (b) the consummation of (A) any recapitalization, reclassification or change
of the Class C Capital Stock (other than changes resulting from a subdivision or combination) as a result of which the Class C Capital 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 Class C Capital 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 (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of
the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant
to this clause (b); 
 (c) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of
the Company; or 
 (d) the Class C Capital 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); 

  
 5 








 provided, however, that a transaction or transactions described in clause (a) or clause
(b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by the holders of the Class C Capital Stock, excluding cash payments for fractional shares, 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 the Notes become convertible into such consideration, excluding cash payments for fractional shares or
pursuant to dissenters’ rights (subject to the provisions of Section 14.02(a)). If any transaction in which the Class C Capital Stock is replaced by the securities of another entity occurs, following completion of any related Make-Whole
Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (d) of the definition thereof, following the effective
date of such transaction) references to the Company in this definition shall instead be references to such other entity. 

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

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

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

“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. 
 “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 June 1 and December 1 of each year, beginning on June 1, 2017. 
 “Last Reported Sale
Price” of the Class C Capital Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices 

  
 6 








 
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 Class C Capital Stock is traded. If the Class C Capital Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale
Price” shall be the last quoted bid price for the Class C Capital Stock in the over-the-counter market on the relevant date as reported by OTC Markets
Group Inc. or a similar organization. If the Class C Capital Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices
for the Class C Capital Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. 

“Make-Whole Fundamental Change” means any transaction or event that constitutes a Fundamental Change (as defined above 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 Class C Capital 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 Class C Capital 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 Class C Capital Stock or in any options contracts or futures contracts relating to the Class C Capital Stock. 

“Maturity Date” means December 1, 2021. 

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

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

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

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

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

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

“Observation Period” with respect to any Note surrendered for conversion means: (i) if the relevant Conversion Date
occurs prior to September 1, 2021 and the Company has not issued a Redemption Notice with respect to the Notes pursuant to Section 16.02, the 20 consecutive 

  
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Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) if the relevant Conversion Date occurs on or after the date of the
Company’s issuance of a Redemption Notice with respect to the Notes pursuant to Section 16.02 and prior to the relevant Redemption Date (even if the relevant Conversion Date occurs on or after September 1, 2021), the 20 consecutive
Trading Days beginning on, and including, the 22nd Scheduled Trading Day immediately preceding such Redemption Date; and (iii) if the relevant Conversion Date occurs on or after September 1, 2021 and the Company has not issued a Redemption
Notice with respect to the Notes pursuant to Section 16.02, the 20 consecutive Trading Days beginning on, and including, the 22nd Scheduled Trading Day immediately preceding the Maturity Date. 

“Offering Memorandum” means the preliminary offering memorandum dated December 5, 2016, as supplemented by the related
pricing term sheet dated December 6, 2016, relating to the offering and sale of the Notes. 
 “Officer” means, with
respect to the Company, the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, the Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or
words added before or after the title “Vice President”). 
 “Officers’ Certificate,” when used with respect
to the Company, means a certificate that is delivered to the Trustee and that is signed by (a) two Officers of the Company or (b) one Officer of the Company and one of the Treasurer, any Assistant Treasurer, the Secretary, any Assistant
Secretary or the Controller of the Company. Each such certificate shall include the statements provided for in Section 17.05. One of the Officers giving an Officers’ Certificate pursuant to Section 4.08 shall be the principal
executive, financial or accounting officer of the Company. 
 “open of business” means 9:00 a.m. (New York City time). 

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the
Company, or other counsel acceptable to the Trustee, that is delivered to the Trustee. Each such opinion shall include the statements provided for in 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); 

  
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 (c) Notes that have been paid pursuant to Section 2.06 or Notes in lieu of
which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due
course; 
 (d) Notes converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.08; 

(e) Notes redeemed pursuant to Article 16; and 

(f) Notes repurchased by the Company pursuant to the penultimate sentence of Section 2.10. 

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

“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 Class C Capital Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Class C Capital Stock (or
such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Class C Capital 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(a). 

“Redemption Notice” shall have the meaning specified in Section 16.02(a). 

“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 

  
 9 








 
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 to Holders of record of such Notes on such Regular Record Date, and the Redemption Price will be equal to 100% of the principal amount of such Notes). The Company shall calculate the Redemption Price. 

“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 15 or November 15 (whether or not
such day is a Business Day) immediately preceding the applicable June 1 or December 1 Interest Payment Date, respectively. 

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

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the
Trustee, including any vice president, assistant vice president, assistant secretary, 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, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

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

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

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

“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 Class C Capital Stock is listed or admitted for trading. If the Class C Capital Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 

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

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

  
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 “Specified Dollar Amount” means the maximum cash amount per $1,000 principal
amount of Notes to be received upon conversion as specified in the Settlement Notice related to any converted Notes. 
 “Spin-Off” shall have the meaning specified in Section 14.04(c). 
 “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 Class C Capital Stock (or other security for which a closing
sale price must be determined) generally occurs on The Nasdaq Global Select Market or, if the Class C Capital 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 Class C Capital Stock (or such other security) is then listed or, if the Class C Capital 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 Class C Capital Stock (or such other security) is then traded and (ii) a Last Reported Sale Price for the Class C Capital Stock (or such other security) is available on such securities exchange or
market; provided that if the Class C Capital 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 Class C Capital Stock generally occurs on The Nasdaq Global Select Market or, if the
Class C Capital 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 Class C Capital Stock is then listed or, if the Class C Capital Stock is
not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Class C Capital Stock is then listed or admitted for trading, except that if the Class C Capital Stock is not so listed or
admitted for trading, “Trading Day” means a Business Day. 
 “Trading Price” of the Notes on any date of
determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent
nationally recognized securities dealers the Company selects for this purpose; provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall
be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal


  
 11 








 
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 Class C Capital Stock and the Conversion Rate. 

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

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

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

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

“Valuation Period” shall have the meaning specified in Section 14.04(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 any of Section 4.06(d), Section 4.06(e) and Section 6.03. Unless the context otherwise
requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made. 

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

Section 2.01. Designation and Amount. The Notes shall be designated as the “2.00% Convertible Senior Notes due 2021.”
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $460,000,000, 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 

  
 12 








 
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. 
 Any Global Note may be
endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any
applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. 
 Any of the Notes may have such
letters, numbers or other marks of identification and such notations, legends or endorsements as the 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 Redemption Price, the Fundamental Change Repurchase
Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for
herein. 
 Section 2.03. Date and Denomination of Notes; Payments of Interest and Defaulted Amounts. (a) The Notes shall be
issuable in registered form without coupons in 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.


  
 13 








 
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 Borough of
Manhattan, The City of New York, which shall initially be the Corporate Trust Office or an affiliate thereof and (y) in the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the
Depositary or its nominee. The Company shall pay interest (i) on any Physical Notes by wire transfer in immediately available funds to the account of Holders of these Notes within the United States, or, upon application by Holders of Physical
Notes having an aggregate principal amount of $5,000,000 or less to the Note Registrar not later than the relevant Regular Record Date, by check mailed to such Holder, 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 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 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). 
 (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 

  
 14 








 
automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after 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 its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to
the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the documents to which the Trustee is entitled under Section 17.05 hereof, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes, without any further action by the Company hereunder. 
 Only such Notes as shall bear
thereon a certificate of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided
by Section 17.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive
evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. 

In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have
been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer of the Company;
and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution of this Indenture any such person was not such an
Officer. 
 Section 2.05. Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. (a) The
Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within
a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. 

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

Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes
to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the
Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. 
 All Notes presented or
surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be
accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly
authorized in writing. 
 No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer
tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of
transfer. 
 None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be
required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (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 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. 

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

  
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 (c) Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth
in this Section 2.05(c) (together with any Class C Capital Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject
to the restrictions on transfer set forth in this Section 2.05(c) (including the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each such
Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses any sale, pledge, transfer
or other disposition whatsoever of any Restricted Security. 
 Until the date (the “Resale Restriction Termination Date”)
that is the later of (1) the date that is one year after the last date of original issuance of the Notes, or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if any, as may
be required by applicable law, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Class C Capital Stock, if any, issued upon conversion thereof, which shall bear the legend
set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following form (unless such Notes have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act
and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in
writing, with notice thereof to the Trustee): 
 THIS SECURITY AND THE CLASS C CAPITAL STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 
 (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT
IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 

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

  
 17 








 (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR 
 (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR 

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

For the avoidance of doubt, in no event shall the Trustee have any obligations whatsoever to determine whether any transfer is being made in
accordance with state or federal securities laws. The Trustee shall rely on a determination by the Company as to whether such trade is permissible. 

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

  
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upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement, if any, with respect to the Notes or any Class C Capital Stock issued upon
conversion of the Notes has been declared effective under the Securities Act. 
 Notwithstanding any other provisions of this Indenture
(other than the provisions set forth in this Section 2.05(c)), a Global Note may not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with
the second immediately succeeding paragraph. 
 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 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 Officers’ Certificate 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. 

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 

  
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such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately
reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase. 

None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any 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. 

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof. 
 Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by
the Depositary. 
 (d) Until the Resale Restriction Termination Date, any stock certificate representing Class C Capital Stock issued
upon conversion of a Note shall bear a legend in substantially the following form (unless such Class C Capital Stock has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act
and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such Class C Capital Stock has been issued
upon conversion of a Note that has transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption
from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to the Trustee and any transfer agent for the Class C Capital Stock):

 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 

(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 

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

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

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

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

(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 
 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D)
ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S CLASS C CAPITAL STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

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

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

Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen,
the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in
exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall furnish to the Company, to the Trustee and, if applicable, to
such authenticating agent such security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof. 

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

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

Section 2.08. Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of
payment, repurchase, redemption, registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for
cancellation. All Notes delivered to the Trustee shall be canceled promptly by it, and no Notes shall be authenticated in exchange thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of
canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver a certificate of such disposition 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 the Holders and notwithstanding
Section 2.01, reopen this Indenture and issue additional 

  
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Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date 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 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 Officers’ Certificate and an Opinion of Counsel, such Officers’ 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 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 shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes
shall no longer be considered outstanding under this Indenture upon their repurchase. 
 ARTICLE 3 

SATISFACTION AND DISCHARGE 

Section 3.01. Satisfaction and Discharge. This Indenture shall upon request of the Company contained in an Officers’
Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, 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) the Company has deposited with the
Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or cash, shares of
Class C Capital Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture by the Company;
and (b) the Company has delivered to the Trustee an Officers’ 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 Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes. 

  
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 Section 4.02. Maintenance of Office or Agency. The Company will maintain in the
Borough of Manhattan, The City of New York, an office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) or for conversion
(“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. 
 The
Company may also from time to time designate as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The
Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent”
include any such additional or other offices or agencies, as applicable. 
 The Company hereby initially designates the Trustee as the
Paying Agent, Note Registrar, Custodian and Conversion Agent and an office of an affiliate of the Trustee as the office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or
exchange or for presentation for payment or repurchase or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. 

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 Redemption Price and
the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of the Holders of the Notes; 

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

(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the
Trustee all sums so held in trust. 

  
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 The Company shall, on or before each due date of the principal (including the Redemption Price
and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase
Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided that if such deposit is made on the due date, such
deposit must be received by the Paying Agent by 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 Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust
for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify
the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid
interest on, the Notes when the same shall become due and payable. 
 (c) Anything in this Section 4.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or
any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or
such Paying Agent shall be released from all further liability but only with respect to such sums or amounts. 
 (d) Any money and shares of
Class C Capital Stock deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued
and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or
consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Class C Capital Stock, and all
liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the 

  
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Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, notice that such money and shares of Class C Capital Stock remain unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed balance of such money and shares of Class C Capital Stock then remaining will be repaid or delivered to the Company. 

Section 4.05. Existence. Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence. 
 Section 4.06. Rule 144A Information Requirement and Annual Reports.
(a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Class C Capital Stock issuable upon conversion thereof shall, at such time,
constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any shares
of Class C Capital Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Class C Capital Stock
pursuant to Rule 144A. The Company shall take such further action as any Holder or beneficial owner of such Notes or such Class C Capital Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial
owner to sell such Notes or shares of Class C Capital Stock in accordance with Rule 144A, as such rule may be amended from time to time. 

(b) 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). Any such document or report that the Company files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via
the EDGAR system. Notwithstanding anything to the contrary in this Indenture, if and to the extent not required to be filed with the Commission, 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. 

(c) Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only, and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which
the Trustee is entitled to conclusively rely on an Officers’ Certificate). 
 (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes and ending on the date that is one year after the last date of the original issuance of
the Notes, the Company fails to timely 

  
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file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace
periods thereunder and other than reports on Form 8-K), or the Notes are not otherwise freely tradable 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 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 (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 90 days of 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) and
(ii) 0.50% per annum of the principal amount of the Notes outstanding for each day after the first 90 days of 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(d), documents or reports that the
Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the
Exchange Act. 
 (e) If, and for so long as, the restrictive legend on the Notes specified in Section 2.05(c) has not been removed, the
Notes are assigned a restricted CUSIP 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 (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 375th day after the last date of original issuance of the Notes, the Company shall pay Additional Interest on the
Notes at a rate equal to (i) 0.25% per annum of the principal amount of Notes outstanding for the first 90 days after such 375th day until the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are
assigned an unrestricted CUSIP and the Notes are 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)
(without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) and (ii) 0.50% per annum of the principal amount of Notes outstanding after the first 90 days after such 375th day until the restrictive legend on
the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP and the Notes are 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) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes). 

(f) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on
the Notes. 

  
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 (g) The Additional Interest that is payable in accordance with Section 4.06(d) or Section 4.06(e)
shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. 

(h) If Additional Interest is payable by the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee
an Officers’ 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. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to
the Trustee an Officers’ Certificate setting forth the particulars of such payment. 
 Section 4.07. Stay, Extension and Usury
Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that
would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of
this Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

Section 4.08. Compliance Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2016) an Officers’ Certificate 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, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default, an Officers’ Certificate setting forth the details of such Event of Default or
Default, its status and the action that the Company is taking or proposing to take in respect thereof. 
 Section 4.09. Further
Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture. 

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

Section 5.01. Lists of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee,
semi-annually, not more than 15 days after each May 15 and 

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

ARTICLE 6 
 DEFAULTS
AND REMEDIES 
 Section 6.01. Events of Default. Each of the following events shall be an
“Event of Default” with respect to the Notes: 
 (a) default in any payment of interest on any Note when due and payable,
and the default continues for a period of 30 days; 
 (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; 

(d) failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c) or notice of a specified corporate
event in accordance with Section 14.01(b)(ii) or 14.01(b)(iii), in each case when due; 
 (e) failure by the Company to comply with its
obligations described 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 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 $50,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any


  
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such Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a
failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise; 

(h) a final judgment or judgments for the payment of $50,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered
by insurance) in the aggregate rendered against the Company or any Significant Subsidiary of the Company, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof
has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; 
 (i) the Company
or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall
consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally
to pay its debts as they become due; or 
 (j) 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 30 consecutive days. 
 Section 6.02. Acceleration; Rescission and Annulment. If one or more Events of
Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect to the Company or any of its Significant
Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with
Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration
the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(i) or Section 6.01(j) with respect
to the Company or any of its Significant Subsidiaries 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. 

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

Section 6.03. Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the
Company elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall (i) for the first 90 days after the occurrence of such an Event of Default
consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during such 90-day period on which
such Event of Default is continuing beginning on, and including, the date on which such an Event of Default first occurs and (ii) for the period from, and including, the 91st day after the occurrence of such an Event of Default to, and
including, the 180th day 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 0.50% per annum of the principal amount of the Notes outstanding for each day
during such additional 90-day period on which such an Event of Default is continuing. Subject to the second immediately succeeding paragraph, Additional Interest payable pursuant to this Section 6.03
shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e). 

  
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 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. On the 181st day after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 181st day), the Notes shall be
immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s failure to
comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected to make such payment but
does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02. No Additional Interest shall accrue, and no right to declare the principal or other amounts due and payable in
respect of the Notes shall exist, after such violation has been cured. 
 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 obligations under Section 4.06(b) as set forth in this Section 6.03, together with any Additional Interest that may accrue
as a result of the Company’s failure to timely file any document or report pursuant to Section 4.06(d), 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. 
 In order to elect to pay Additional Interest as the sole remedy during the first 180
days after the occurrence of any Event of Default described above, the Company must notify all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the beginning of such 180-day
period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.02. 

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 or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such


  
 33 








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

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 collected by the Trustee 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, 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 under Section 7.06; 

Second, 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; 

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

  
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 (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 reasonably satisfactory to it against any loss, liability or expense to be incurred therein or thereby; 

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

it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that
no one or more Holders shall 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 right to receive payment or
delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon
conversion of, such Note, on or after the respective due dates expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be. 

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. 

  
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 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. Subject to Section 7.02(j),
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 or
that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive
any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price)
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. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be
restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have
been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereon. 
 Section 6.10. Notice of Defaults. The Trustee
shall, within 90 days after the occurrence and continuance of a Default of which the Trustee has received written notice, deliver to all Holders notice of all such Defaults, unless such Defaults shall have been cured or waived before


  
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the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if
applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as a committee of Responsible
Officers 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 Redemption Price and the Fundamental Change Repurchase Price, if applicable) on or after the due
date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance with the provisions of Article 14. 

ARTICLE 7 

CONCERNING THE TRUSTEE 

Section 7.01. Duties of the Trustee. (a) In the event an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs 

(b) 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). 

  
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 (c) 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: 
 (i)
this subsection shall not be construed to limit the effect of Subsection (b) of this Section 7.01; 
 (ii) 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; 

(iii) 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; and 

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. 
 (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. 
 Section 7.02.
Rights of the Trustee. Except as otherwise provided in Section 7.01: 
 (a) the Trustee may conclusively rely and shall be fully
protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document believed by it in good faith to be genuine and to have been signed or
presented by the proper party or parties; 
 (b) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an
Assistant Secretary of the Company; 

  
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 (c) the Trustee may consult with counsel and require an Opinion of Counsel and any 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 accordance with 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 to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no
liability of any kind by reason of such inquiry or investigation; 
 (e) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed by
it with due care hereunder; 
 (f) the permissive rights of the Trustee enumerated herein shall not be construed as duties; 

(g) in no event shall the Trustee be responsible or liable for any special, indirect, punitive 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; 

(h) the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes, unless 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 and such notice references the Notes and this Indenture; 

(i) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate; 

(j) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction; 

  
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 (k) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it
in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 

(l) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and 

(m) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture. 
 Section 7.03. No Responsibility for Recitals, Etc. The
recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Notes. 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. 
 Section 7.04. Trustee, Paying Agents, Conversion Agents or Note Registrar
May Own Notes. The Trustee, any Paying Agent, any Conversion Agent or Note Registrar, in 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 or Note Registrar. 
 Section 7.05. Monies and Shares of Class C Capital Stock to Be Held in
Trust. All monies and shares of Class C Capital Stock received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of Class C Capital Stock
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 or shares of Class C Capital Stock received by it hereunder
except as may be agreed from time to time by the Company and the Trustee. 
 Section 7.06. Compensation and Expenses of Trustee.
The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) as mutually agreed to in writing between the Trustee and the Company, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture in any capacity thereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all
Persons not regularly in its employ) except any such expense, disbursement or advance as shall have been caused by its gross negligence, willful misconduct or bad faith. The Company also covenants to indemnify the Trustee in any capacity under this
Indenture and any other document or transaction entered into 

  
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in connection herewith and its agents and any authenticating agent for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred without gross negligence, willful
misconduct or bad faith 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
or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim of liability in the premises. The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and to
pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claim to which the Notes are hereby made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of
Section 6.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or
indebtedness of the Company. The obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal or the Trustee. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers, directors, agents and employees of the Trustee. 

Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee and its agents and any authenticating
agent incur expenses or render services after an Event of Default specified in Section 6.01(i) or Section 6.01(j) 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. Intentionally Omitted.  

Section 7.08. Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act (as if the Trust Indenture Act were applicable hereto) to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of any supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

Section 7.09. Resignation or Removal of Trustee. (a) The Trustee may at any time resign by giving 30 days prior written
notice of such resignation to the Company and by delivering notice thereof to the Holders. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of
the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 60 days after the
giving of such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the Holders, petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a


  
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bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and all
others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

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

(i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign
after written request therefor by the Company or by any such Holder, or 
 (ii) the Trustee shall become incapable of acting,
or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, 
 then, in either case, the Company may by a Board Resolution remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed 30 days prior to the effective date of removal 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, upon 30 days prior
written notice to the Trustee, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove
the Trustee and appoint a successor trustee. 
 (c) The Holders of a majority in aggregate principal amount of the Notes at the time
outstanding, as determined in accordance with Section 8.04, may at any time remove the Trustee upon 30 days prior written notice to 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 

  
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named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant
to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any
and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a senior claim to which the Notes are hereby made
subordinate on all money or property held or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 7.06. 

No successor trustee shall accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor
trustee shall be eligible under the provisions of Section 7.08. 
 Upon acceptance of appointment by a successor trustee as provided in
this Section 7.10, each of the Company and the successor trustee, at the written direction and at the expense of the Company shall 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. 

  
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 Section 7.12. Trustee’s Application for Instructions from the Company. Any
application by the Trustee for written instructions from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under this Indenture) may, at
the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not
be liable 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
the date any officer that the Company has indicated to the Trustee should receive such application actually receives such application, unless any such officer shall have consented in writing to any earlier date), unless, prior to taking any such
action (or the effective date in the case of any omission), the Trustee shall have received written instructions in accordance with this Indenture in response to such application specifying the action to be taken or omitted. 

ARTICLE 8 

CONCERNING THE HOLDERS 

Section 8.01. Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage of the
aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the
Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of
the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders.
Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, 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


  
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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 Redemption Price and any Fundamental Change Repurchase Price) 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. All such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid, and,
to the extent of the sums or shares of Class C Capital Stock so paid or delivered, effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Following an Event of Default, any holder of a
beneficial interest in a Global Note may exchange such beneficial interest for a Note in certificated form. 
 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 Officers’ 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 Officers’ 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 or (b) be a Person appointed by an instrument in writing as
proxy by a Holder of one or more 

  
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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. 
 ARTICLE 10 

SUPPLEMENTAL INDENTURES 

Section 10.01. Supplemental Indentures Without Consent of Holders. 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 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 Merger 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)
to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum; or 

(i) appoint a successor trustee for the Notes. 

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. 

  
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 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 or any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that,
without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall: 
 (a) reduce the amount of Notes
whose Holders must consent to an amendment; 
 (b) reduce the rate of or extend the stated time for payment of interest on any Note; 

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

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

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

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

(g) change the ranking of the Notes; or 

(h) 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 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 

  
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the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the
validity of the supplemental indenture. 
 Section 10.03. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article 10, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 

Section 10.04. Notation on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to
the provisions of this Article 10 may, at the Company’s expense, bear a notation as to any matter provided for in such supplemental indenture. If the Company 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 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 Officers’ 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. 
 The Trustee shall also receive an Opinion of Counsel that the supplemental indenture is a legal, valid
and binding obligation of the Company enforceable against the Company in accordance with its terms. 
 ARTICLE 11 

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 

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

(a) 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; and 
 (b) immediately after giving effect to such transaction, no Default or Event of Default
shall have occurred and be continuing under this Indenture. 

  
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 For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or
substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the
properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person. 

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 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 Company’s properties and assets, shall be substituted for the Company, with the same effect as if it
had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate
and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (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. 

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

ARTICLE 12 

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

ARTICLE 13 

[INTENTIONALLY OMITTED] 

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 September 1, 2021 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 September 1, 2021 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.0985
shares of Class C Capital 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”). 

  
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 (b) (i) Prior to the close of business on the Business Day immediately preceding
September 1, 2021, 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 Class C Capital Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this 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 determine the Trading Price per $1,000 principal amount of Notes
unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per
$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of
the Class C Capital Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid
Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than
or equal to 98% of the product of the Last Reported Sale Price of the Class C Capital Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent
to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such
determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of
Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class C Capital Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the
Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater
than or equal to 98% of the product of the Last Reported Sale Price of the Class C Capital Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than
the Trustee). 
 (ii) If, prior to the close of business on the Business Day immediately preceding September 1, 2021,
the Company elects to: 
 (A) issue to all or substantially all holders of the Class C Capital Stock any rights, options
or warrants entitling them, for a period of not more than 

  
 54 








 
45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Class C Capital Stock at a price per share that is less than the average of the Last
Reported Sale Prices of the Class C Capital 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 Class C Capital Stock the Company’s assets, securities or
rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Class C Capital 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) at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any
portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and
(2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. 

(iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the
close of business on the Business Day immediately preceding September 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a
consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets that occurs prior to the close of business on the Business Day immediately preceding September 1, 2021, in each case, pursuant to
which the Class C Capital Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the date that is 30 Scheduled Trading Days prior
to the anticipated effective date of the transaction (or, if later, the earlier of (x) the Business Day after the Company gives notice of such transaction and (y) the actual effective date of such transaction) until 35 Trading Days after
the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than
the Trustee) (x) as promptly as practicable following the date the Company publicly announces such transaction but in no event less than 30 Scheduled Trading Days prior to the anticipated effective date of such transaction or (y) if the
Company does not have knowledge of such transaction at least 30 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes
aware, of such transaction, but in no event later than the actual effective date of such transaction. 

  
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 (iv) Prior to the close of business on the Business Day immediately preceding
September 1, 2021, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2017 (and only during such calendar quarter), if the
Last Reported Sale Price of the Class C Capital Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is
greater than or equal to 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, 2017 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) if the Notes become convertible in accordance with this clause (iv). 

(v) If the Company calls any or all of the Notes for redemption pursuant to Article 16 prior to the close of business on the
Business Day immediately preceding September 1, 2021, then a Holder may surrender all or any portion of its Notes for conversion at any time prior to the close of business on the Scheduled Trading Day prior to the Redemption Date, even if the
Notes are not otherwise convertible at such time. After that time, the right to convert shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert its Notes until the Redemption
Price has been paid or duly provided for. 
 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 Class C Capital Stock, together with cash, if applicable, in lieu of
delivering any fractional share of Class C Capital Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Class C Capital Stock, together with
cash, if applicable, in lieu of delivering any fractional share of Class C Capital 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 September 1, 2021,
and all conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, shall be settled using the same Settlement Method. 

(ii) Except for any conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption
Notice with respect to the Notes but prior to the related Redemption Date, and any conversions for which the relevant Conversion Date occurs on or after September 1, 2021, 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. 

  
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 (iii) If, in respect of any Conversion Date (or one of the periods described in
the third immediately succeeding set of parentheses, as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the
case may be), the Company, through the Trustee, shall deliver such Settlement Notice to converting Holders no later than the close 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 (x) after the date of issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, in such Redemption Notice or (y) on or after September 1, 2021, no
later than September 1, 2021). 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
and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the
relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing
Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be
deemed to be $1,000. 
 (iv) The cash, shares of Class C Capital Stock or combination of cash and shares of Class C
Capital 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 Class C Capital Stock equal to the Conversion Rate in effect on the Conversion Date; 

(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 20 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 20 consecutive Trading Days during the related Observation Period. 

  
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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 Class C Capital 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 Class C Capital 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 procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in
Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of
Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares
of Class C Capital Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents),
at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled
as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any
Notes may be 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 third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (provided that for any Notes converted after the close of business on the Regular
Record Date immediately preceding the Maturity Date, the Company shall deliver the consideration due in respect of the Conversion Obligation on the Maturity Date), or on the third Business Day immediately following the last


  
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Trading Day of the Observation Period, in the case of any other Settlement Method. If any shares of Class C Capital Stock are due to a converting Holder, the Company shall issue or cause to
be issued, and deliver (if applicable) to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of Class C Capital Stock to which such Holder shall be entitled, in certificate form or in
book-entry format, 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 Class C Capital 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 Class C Capital 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 Class C Capital Stock issued upon the conversion of any Note as provided in this Article 14. 

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

(h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below.
The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date.
As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and
shares of Class C Capital Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date,
Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for


  
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conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to
the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has
specified a Redemption Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; (3) 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; 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 on the Regular Record Date immediately preceding the Maturity Date shall receive the full interest payment due on the Maturity Date in cash regardless of whether their Notes have been converted following
such Regular Record Date. 
 (i) The Person in whose name the shares of Class C Capital 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 Class C Capital Stock upon conversion of the Notes and shall instead pay cash in
lieu of delivering any fractional share of Class C Capital Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the
relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be
computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash. 

Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental
Changes. (a) If 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, 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 Class C Capital Stock (the “Additional Shares”), as described below. A conversion of
Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole
Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in
clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). 

  
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 (b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change
pursuant to Section 14.01(b)(iii), the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02; provided, however,
that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any
conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000
principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in cash on the third Business
Day following the Conversion Date. The Company shall notify the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such
Effective Date. 
 (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”) and the price (the “Stock Price”) paid (or deemed to be paid) per share
of the Class C Capital Stock in the Make-Whole Fundamental Change. If the holders of the Class C Capital Stock receive in exchange for their Class C Capital 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 Class C Capital Stock over the five Trading Day
period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account
for any adjustment to the 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 of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the 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. 

  
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 (e) The following table sets forth the number of Additional Shares of Class C Capital Stock
by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set forth below: 

 

																																													
	 	  	Stock Price	 
	 Effective Date
	  	$37.40	 	  	$40.00	 	  	$45.00	 	  	$52.36	 	  	$60.00	 	  	$68.07	 	  	$75.00	 	  	$85.00	 	  	$95.00	 	  	$110.00	 	  	$130.00	 
	 December 12, 2016
	  	 	7.6394	  	  	 	6.8834	  	  	 	5.3064	  	  	 	3.7037	  	  	 	2.6083	  	  	 	1.8347	  	  	 	1.3685	  	  	 	0.9113	  	  	 	0.6096	  	  	 	0.3312	  	  	 	0.1365	  
	 December 1, 2017
	  	 	7.6394	  	  	 	6.7591	  	  	 	5.1061	  	  	 	3.4456	  	  	 	2.3334	  	  	 	1.5695	  	  	 	1.1229	  	  	 	0.7034	  	  	 	0.4401	  	  	 	0.2129	  	  	 	0.0694	  
	 December 1, 2018
	  	 	7.6394	  	  	 	6.6022	  	  	 	4.8399	  	  	 	3.0837	  	  	 	1.9344	  	  	 	1.1799	  	  	 	0.7652	  	  	 	0.4127	  	  	 	0.2179	  	  	 	0.0768	  	  	 	0.0091	  
	 December 1, 2019
	  	 	7.6394	  	  	 	6.4572	  	  	 	4.5844	  	  	 	2.7074	  	  	 	1.4338	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  
	 December 1, 2020
	  	 	7.6394	  	  	 	6.1331	  	  	 	4.1197	  	  	 	2.2342	  	  	 	1.0959	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  
	 December 1, 2021
	  	 	7.6394	  	  	 	5.9015	  	  	 	3.1237	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  

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

(i) if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in
the table, 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, as applicable, based
on a 365-day year; 
 (ii) if the Stock Price is greater than $130.00 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 $37.40 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 26.7379 shares of Class C Capital 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 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 Class C Capital 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 Class C Capital Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. 

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

 

			
	CR’ = CR0 ×	 	 OS’ 
	 	 OS0 

 where, 
  

					
	CR0	 	=	 	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective
Date of such share split or share combination, as applicable;
			
	CR’	 	=	 	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;
			
	OS0	 	=	 	the number of shares of Class C Capital Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date; and
			
	OS’	 	=	 	the number of shares of Class C Capital 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 Class C Capital Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the
Class C Capital Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Class C Capital 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: 
  

			
	CR’ = CR0 ×	 	 OS0 + X 
	 	 OS0 + Y 

 where, 
  

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

			
	 CR’
	 	 =
	 	 the Conversion Rate in effect immediately after the open of business on such Ex-Dividend
Date;



  
 63 









					
	OS0	 	=	 	the number of shares of Class C Capital Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
			
	 X
	 	=	 	 the total number of shares of Class C Capital Stock issuable pursuant to such rights, options
or warrants; and

			
	 Y
	 	=	 	the number of shares of Class C Capital 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 Class C Capital 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 Class C Capital 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 Class C Capital 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 to subscribe for or purchase shares of the Class C Capital Stock at less than such average of the Last Reported Sale Prices of the
Class C Capital Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of
Class C Capital Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than
cash, to be determined by the Board of Directors. 
 (c) If the Company distributes shares of its Capital Stock, evidences of its
indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Class C Capital Stock, excluding (i) dividends, distributions
or issuances as to which an adjustment was effected pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply, and
(iii) 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: 
  

			
	CR’ = CR0 ×	 	         SP0         
	 	  SP0 – FMV 


  
 64 








 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 Class C Capital Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the
Ex-Dividend Date for such distribution; and
			
	FMV	 	=	 	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Class C Capital 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 Class C Capital 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 Class C Capital 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 Class C Capital 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 Class C Capital 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:

  

			
	CR’ = CR0 ×	 	 FMV0 + MP0 
	 	       MP0        

 where, 
  

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


  
 65 









					
			
	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 Class C Capital Stock applicable to one share of the Class C Capital Stock (determined by reference
to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Class C Capital 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”); and
			
	MP0	 	=	 	the average of the Last Reported Sale Prices of the Class C Capital 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 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. If the
Ex-Dividend Date of the Spin-Off is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of
Notes, references to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely in respect of that conversion of Notes, with such lesser number of Trading Days as have elapsed from, and
including, the Ex-Dividend Date for the Spin-Off to, and including, the last 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 Class C Capital Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Class C Capital 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 Class C Capital Stock; (ii) are not exercisable; and (iii) are also
issued in respect of future issuances of the Class C Capital 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 

  
 66 








 
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 Class C Capital Stock with respect to such rights, options or warrants (assuming such holder had retained such rights,
options or warrants), made to all holders of Class C Capital 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. 
 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 Class C Capital 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 Class C Capital 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). 

  
 67 








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

			
	CR’ = CR0 ×	 	      SP0     
	 	  SP0 – C 

 where, 
  

					
	CR0	 	=	 	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
			
	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 Class C Capital Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
			
	C	 	=	 	the amount in cash per share the Company distributes to all or substantially all holders of the Class C Capital Stock.

 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 Class C Capital Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Class C Capital 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 Class C Capital Stock (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 Class C Capital Stock exceeds the average of the Last Reported Sale Prices of the Class C Capital 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: 

 

			
	CR’ = CR0 ×	 	 AC + (SP’×OS’) 
	 	      OS0 × SP’ 

 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;


  
 68 









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

 The increase to the 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 date that such tender or exchange offer expires and the Conversion Date in determining the Conversion Rate and (y) in respect of
any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the 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 addition, if the Trading Day next succeeding the date such tender or exchange offer expires is after the 10th
Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced,
solely in respect of that conversion of Notes, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to, and including, the last Trading Day of
such Observation Period. 

  
 69 








 (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 Class C Capital 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 Class C Capital Stock on an unadjusted basis and participate in the related dividend, distribution or
other event giving rise to such adjustment. 
 (g) Except as stated herein, the Company shall not adjust the Conversion Rate for the
issuance of shares of the Class C Capital Stock or any securities convertible into or exchangeable for shares of the Class C Capital Stock or the right to purchase shares of the Class C Capital 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 any exchange on which any of the Company’s securities are then listed, 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
any exchange on which any of the Company’s securities are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Class C Capital Stock or rights to purchase
Class C Capital Stock in connection with a dividend or distribution of shares of Class C Capital Stock (or rights to acquire shares of Class C Capital 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 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) Notwithstanding anything to the contrary in this Article 14, the Conversion
Rate shall not be adjusted: 
 (i) on account of stock repurchases that are not tender offers or exchange offers referred to
in Section 14.04(d), including structured or derivative transactions, or pursuant to a stock repurchase program approved by the Board of Directors or otherwise; 

(ii) upon the issuance of any shares of Class C Capital 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 Class C Capital Stock under any plan; 

  
 70 








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

(iv) upon the issuance of any shares of the Class C Capital 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; 

(v) solely for a change in the par value of the Class C Capital Stock; or 

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

(j) 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. If an adjustment to the Conversion Rate otherwise required under this Article 14 would result in a change of less than 1% to the Conversion Rate, then, notwithstanding
this Article 14 or any other provision of this Indenture or the Notes, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments shall be given effect immediately upon the earliest to occur
of the following: (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, or any Trading Day of an Observation Period for, any Note; (iii) the
Effective Date of any Fundamental Change or Make-Whole Fundamental Change; and (iv) September 1, 2021. 
 (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 Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ 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. 
 (l) For purposes of this Section 14.04, the number of shares of Class C Capital Stock at any time
outstanding shall not include shares of Class C Capital 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 Class C Capital Stock held in the treasury of the
Company, but shall include shares of Class C Capital Stock issuable in respect of scrip certificates issued in lieu of fractions of shares of Class C Capital 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 

  
 71 








 
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), the Board of Directors shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date or expiration date, 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 provide, free from
preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Class C Capital 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 Class C Capital Stock. 

(a) In the case of: 

(i) any recapitalization, reclassification or change of the Class C Capital Stock (other than changes 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 the consolidated assets of the Company and the Company’s
Subsidiaries substantially as an entirety or 
 (iv) any statutory share exchange, 

in each case, as a result of which the Class C Capital Stock would be converted into, or exchanged for, stock, other securities, other property or assets
(including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to
convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Class C Capital Stock equal to
the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference
Property that a holder of one share of Class C Capital Stock is entitled to receive) upon such Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be,
shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right 

  
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to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Merger Event (A) the Company shall continue to have the right
to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with
Section 14.02 shall continue to be payable in cash, (II) any shares of Class C Capital 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 Class C Capital Stock would have been entitled to receive in such Merger Event and (III) the Daily VWAP shall be calculated based on the
value of a unit of Reference Property. 
 If the Merger Event causes the Class C Capital 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 shareholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted
average of the types and amounts of consideration received by the holders of Class C Capital Stock that affirmatively make such an election or (y) if no holders of Class C Capital Stock affirmatively make such an election, the types
and amounts of consideration actually received by the holders of Class C Capital 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 Class C Capital Stock. If the holders of the Class C Capital Stock receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective
date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional
Shares pursuant to Section 14.03), multiplied by the price paid per share of Class C Capital Stock in such Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the third
Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made.

 Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments
that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 14. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any
combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions
to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in Article 15. 

(b) When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 14.07, the Company shall promptly
file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be


  
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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 Merger 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 Class C Capital Stock or a combination of cash and shares of Class C Capital Stock, as applicable, as set forth in
Section 14.01 and Section 14.02 prior to the effective date of such Merger Event. 
 (d) The above provisions of this Section
shall similarly apply to successive Merger Events. 
 Section 14.08. Certain Covenants. (a) The Company covenants that all
shares of Class C Capital 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 Class C Capital 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 Class C Capital Stock may be validly issued upon conversion, the Company will, to the extent then permitted by the rules
and interpretations of the Commission, secure such registration or approval, as the case may be. 
 (c) The Company further covenants that
if at any time the Class C Capital Stock shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the Class C Capital Stock shall be so listed on such exchange or
automated quotation system, any Class C Capital 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 Class C Capital 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 Class C Capital 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 

  
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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 Officers’ Certificate
(which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event
contemplated by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b) with
respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately
after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b). 
 Section 14.10. Notice
to Holders Prior to Certain Actions. In case of any: 
 (a) action by the Company or one of its Subsidiaries that would require an
adjustment in the Conversion Rate pursuant to Section 14.04 or Section 14.11; 
 (b) Merger Event; or 

(c) voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its
Subsidiaries; 
 then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall
cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be delivered to each Holder, as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice
stating (i) the date on which a record is to be taken for the purpose of such action by the Company or one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Class C Capital Stock of record are to
be determined for the purposes of such action by the Company or one of its Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation or winding-up is expected to become effective
or occur, and the date as of which it is expected that holders of Class C Capital Stock of record shall be entitled to exchange their Class C Capital Stock for securities or other property deliverable upon such Merger Event, dissolution,
liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event, dissolution,
liquidation or winding-up. 
 Section 14.11. Stockholder Rights Plans. If the Company
has a stockholder rights plan in effect upon conversion of the Notes, each share of Class C Capital Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the


  
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certificates representing the Class C Capital 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 Class C Capital 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 Class C Capital 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. 
 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 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 calendar days or more than 35 calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls
after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to Holders of record as of such Regular
Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. 

(b) Repurchases of Notes under this Section 15.02 shall be made, at the option of the Holder thereof, upon: 

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

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

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

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of
withdrawal thereof. 
 (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the
Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the 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. Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general
circulation in the City of New York or publish such information on the Company’s website or through such other public medium as the Company may use at that time. Each Fundamental Change Company Notice shall specify: 

(i) the events causing the Fundamental Change; 

(ii) the date of the Fundamental Change; 

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

  
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 (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, the
Trustee shall give such notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. 

(d) Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental
Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental
Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a
Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the
Depositary shall be deemed to have been 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. 

Section 15.03. Withdrawal of Fundamental Change Repurchase Notice. (a) A Fundamental Change Repurchase Notice may be
withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Corporate Trust 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, 

  
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 (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 appropriate procedures of the Depositary. 

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

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

  
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 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; 

(b) file a Schedule TO or any other required schedule under the Exchange Act; and 

(c) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes; 

in each case, so as to permit the rights and obligations described under this Article 15 to be exercised in the time and in the manner specified in this
Article 15. 
 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 December 6, 2019. On or after December 6, 2019, the Company may redeem (an “Optional Redemption”) for cash all or part of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Class C
Capital Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last trading day of such period) ending on, and
including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 16.02. 

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 redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 15
calendar days prior to the delivery of the Redemption Notice (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 40 nor more than 60 calendar 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 with an Officers’ Certificate received by the Trustee not less than 15 days prior to the delivery of the Redemption Notice (or such shorter
period of time as may be acceptable to the Trustee). The Redemption Date must be a Business Day. 
 (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 by mail 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. 

  
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 (c) Each Redemption Notice shall 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
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) that Holders may surrender their Notes for conversion
at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date; 
 (vi)
the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Cash Amount, if applicable; 

(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with
Section 14.03; 
 (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and the statement
provided in Section 2.09; and 
 (ix) 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. 

A Redemption Notice shall be irrevocable. 
 (d)
If fewer than all of the outstanding Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the applicable procedures of the Depositary. 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 the open of business 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 

  
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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). 
 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 addressed (until another address is filed by the Company with the Trustee) to Zillow Group, Inc., 1301 Second Avenue, Floor 31, Seattle, Washington 98101, Attention: General
Counsel. 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. 
 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. 

  
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 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. 

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give
such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to
give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method), the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.
The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties. 
 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 

  
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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 Officers’ Certificate and Opinion of Counsel stating that
all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with. 

Each Officers’ 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 Officers’ 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 covenant or condition has been complied with; and (d) a statement as to whether or not, in the judgment of such person, such
covenant or condition has been complied with. 
 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. 
 Section 17.07. No Security Interest Created. Nothing in
this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction. 

Section 17.08. Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person,
other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

Section 17.09. Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of
this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

  
 84 








 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. 
 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 Officer


  
 85 








 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. 
 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, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 17.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with
accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 
 Section 17.15.
Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of
the Class C Capital Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Conversion Rate of 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 Trustee will forward the Company’s calculations to any Holder of Notes upon the request of that Holder at the sole
cost and expense of the Company. Neither the Trustee nor the Conversion Agent shall be responsible for performing any calculations under this Indenture or for monitoring any stock prices. 

  
 86 








 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. Foreign Account Tax Compliance Act (FATCA). In order to comply with applicable tax laws,
rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Company agrees (i) to provide to The Bank of New York
Mellon Trust Company, N.A. sufficient information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so The Bank of New York Mellon Trust Company, N.A. can determine whether
it has tax-related obligations under Applicable Law, (ii) that The Bank of New York Mellon Trust Company, N.A. shall be entitled to make any withholding or deduction from payments under the Indenture to
the extent necessary to comply with Applicable Law for which The Bank of New York Mellon Trust Company, N.A. shall not have any liability, and (iii) to hold harmless The Bank of New York Mellon Trust Company, N.A. for any losses it may suffer
due to the actions it takes to comply with such Applicable Law. The terms of this section shall survive the termination of this Indenture. 

[Remainder of page intentionally left blank] 

  
 87 








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

							
	ZILLOW GROUP, INC.
		
	By:	 	 /s/ Kathleen Philips

		 	Name:	 		 	Kathleen Philips
		 	Title:	 		 	 Chief Financial Officer,
 Chief Legal Officer
and Secretary

	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Lawrence M. Kusch

		 	Name:	 		 	Lawrence M. Kusch
		 	Title:	 		 	Vice President









 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE] 
 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 
 [INCLUDE FOLLOWING LEGEND IF A
RESTRICTED SECURITY] 
 [THIS SECURITY AND THE CLASS C CAPITAL STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER: 
 (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED
INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 

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


  
 A-1 








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

  
 A-2 








 Zillow Group, Inc. 

2.00% Convertible Senior Note due 2021 
  

			
	No. [    ]	  	[Initially]1 $[        ]

 CUSIP No. 98954M AA9 

Zillow Group, Inc., a corporation duly organized and validly existing under the laws of the State of Washington (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 $460,000,000 in aggregate at any time, in accordance with
the rules and procedures of the Depositary, on December 1, 2021, and interest thereon as set forth below. 
 This Note shall bear
interest at the rate of 2.00% per year from December 12, 2016, 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 December 1, 2021. Interest is
payable semi-annually in arrears on each June 1 and December 1, commencing on June 1, 2017, to Holders of record at the close of business on the preceding May 15 and November 15 (whether or not such day is a Business Day),
respectively. Additional Interest will be payable as set forth in Section 4.06(d), Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to
include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03, and any express mention of the payment of Additional Interest in any
provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made. 

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes, 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-3 








 
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 agency in the Borough of Manhattan, The City of New York, 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 Class C Capital Stock or a combination of cash and shares of Class C Capital Stock, as applicable, on the terms and subject to the limitations set forth in the
Indenture. 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 or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture. 
 [Remainder of page intentionally
left blank] 

  
 A-4 








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

 

					
	ZILLOW GROUP, INC.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 A-5 








 Dated: 
  

			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee, certifies that this is one of the Notes described in the within-named Indenture.
		
	By:	 	  

		 	Authorized Officer


  
 A-6 








 [FORM OF REVERSE OF NOTE] 

Zillow Group, Inc. 
 2.00%
Convertible Senior Note due 2021 
 This Note is one of a duly authorized issue of Notes of the Company, designated as its 2.00% Convertible
Senior Notes due 2021 (the “Notes”), limited to the aggregate principal amount of $460,000,000 all issued or to be issued under and pursuant to an Indenture dated as of December 12, 2016 (the “Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. 
 In case certain
Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said
declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture. 

Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change
Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay
cash amounts in money of the United States 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. 
 Each Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including
the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, this Note at the place, at the respective times, at the
rate and in the lawful money or shares of Class C Capital Stock, as the case may be, herein prescribed. 

  
 A-7 








 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 shall be redeemable at the Company’s option on or after December 6, 2019 in accordance with the terms and subject to the
conditions specified in the Indenture. 
 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 Class C Capital Stock or a combination of cash and shares of Class C Capital Stock, as applicable, at the Conversion Rate specified in the Indenture, as adjusted from time to time as
provided in the Indenture. 

  
 A-8 








 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-9 








 SCHEDULE A6 

SCHEDULE OF EXCHANGES OF NOTES 

Zillow Group, Inc. 
 2.00%
Convertible Senior Notes due 2021 
 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-10 








 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 
  

			
	 To:
	  	 Zillow Group, Inc.

		  	 1301 Second Avenue, Floor 31

		  	 Seattle, WA 98101

		  	 Attn: General Counsel


 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 Class C Capital Stock or a combination of cash and shares of Class C Capital Stock, as applicable, in accordance with the terms
of the Indenture referred to in this Note, and directs that any cash payable and any shares of Class C Capital 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 Class C Capital 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 Class C Capital 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:	The Bank of New York Mellon Trust Company, N.A. 

 400 South Hope Street, Suite 500 

Los Angeles, California 90071 

Attention: Corporate Unit 
 The
undersigned registered owner of this Note hereby acknowledges receipt of a notice from Zillow Group, Inc. (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.



  
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 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. 
 In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture
governing such Note, the undersigned confirms that such Note is being transferred: 
 ☐ To Zillow Group, Inc. or a subsidiary thereof; or 

☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or 

☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or 

☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration
requirements of the Securities Act of 1933, as amended. 

  
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	Dated:	 	  

	
	  

	
	  

	Signature(s)
	
	  

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

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

  
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