EX-4.2



 EXECUTION VERSION 

Exhibit 4.2 
  

 
  

REPLIGEN CORPORATION 
 AND 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee 
 FIRST SUPPLEMENTAL
INDENTURE 
 Dated as of May 24, 2016 

to Indenture for Senior Debt Securities 

Dated as of May 24, 2016 
 2.125%
Convertible Senior Notes due 2021 
  
  

 







 TABLE OF CONTENTS 

 
  

							
	 	 	 	  	PAGE	 
	
	ARTICLE 1	  
	DEFINITIONS	  
			
	 Section 1.01.
	 	Definitions	  	 	2	  
	 Section 1.02.
	 	References to Interest	  	 	12	  
	
	ARTICLE 2	  
	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	  
			
	 Section 2.01. 
	 	Scope of Supplemental Indenture	  	 	13	  
	 Section 2.02. 
	 	Designation and Amount	  	 	13	  
	 Section 2.03. 
	 	Form of Notes	  	 	13	  
	 Section 2.04. 
	 	Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	  	 	14	  
	 Section 2.05.
	 	Execution, Authentication and Delivery of Notes	  	 	16	  
	 Section 2.06. 
	 	Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary	  	 	16	  
	 Section 2.07. 
	 	Cancellation of Notes Paid, Converted, Etc	  	 	18	  
	 Section 2.08. 
	 	CUSIP Numbers	  	 	18	  
	 Section 2.09. 
	 	Additional Notes; Repurchases	  	 	18	  
	
	ARTICLE 3	  
	SATISFACTION AND DISCHARGE	  
			
	 Section 3.01.
	 	Applicability of Article 11 of the Base Indenture	  	 	19	  
	 Section 3.02. 
	 	Satisfaction and Discharge	  	 	19	  
	
	ARTICLE 4	  
	PARTICULAR COVENANTS OF THE COMPANY	  
			
	 Section 4.01. 
	 	Payment of Principal and Interest	  	 	19	  
	 Section 4.02. 
	 	Paying Agent and Conversion Agent	  	 	19	  
	 Section 4.03. 
	 	Provisions as to Paying Agent	  	 	20	  
	 Section 4.04. 
	 	Existence	  	 	21	  
	 Section 4.05. 
	 	Reports	  	 	21	  
	 Section 4.06. 
	 	Stay, Extension and Usury Laws	  	 	22	  
	 Section 4.07. 
	 	Compliance Certificate; Statements as to Defaults	  	 	22	  
	 Section 4.08. 
	 	Further Instruments and Acts	  	 	22	  


  
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	ARTICLE 5	 
	[INTENTIONALLY OMITTED]	 
	
	ARTICLE 6	 
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01.
	 	Applicability of Article 6 of the Base Indenture	  	 	23	  
	 Section 6.02.
	 	Events of Default	  	 	23	  
	 Section 6.03.
	 	Acceleration; Rescission and Annulment	  	 	24	  
	 Section 6.04.
	 	Additional Interest	  	 	25	  
	 Section 6.05.
	 	Payments of Notes on Default; Suit Therefor	  	 	26	  
	 Section 6.06.
	 	Application of Monies Collected by Trustee	  	 	28	  
	 Section 6.07.
	 	Proceedings by Holders	  	 	28	  
	 Section 6.08.
	 	Proceedings by Trustee	  	 	29	  
	 Section 6.09.
	 	Remedies Cumulative and Continuing	  	 	29	  
	 Section 6.10.
	 	Direction of Proceedings and Waiver of Defaults by Majority of Holders	  	 	30	  
	 Section 6.11.
	 	Notice of Defaults	  	 	30	  
	 Section 6.12.
	 	Undertaking to Pay Costs	  	 	31	  
	
	ARTICLE 7	  
	[INTENTIONALLY OMITTED]	  
	
	ARTICLE 8	  
	[INTENTIONALLY OMITTED]	  
	
	ARTICLE 9	  
	HOLDERS’ MEETINGS	  
			
	 Section 9.01.
	 	Purpose of Meetings	  	 	31	  
	 Section 9.02.
	 	Call of Meetings by Trustee	  	 	32	  
	 Section 9.03.
	 	Call of Meetings by Company or Holders	  	 	32	  
	 Section 9.04.
	 	Qualifications for Voting	  	 	32	  
	 Section 9.05.
	 	Regulations	  	 	32	  
	 Section 9.06.
	 	Voting	  	 	33	  
	 Section 9.07.
	 	No Delay of Rights by Meeting	  	 	33	  
	
	ARTICLE 10	  
	SUPPLEMENTAL INDENTURES	  
			
	 Section 10.01.
	 	Applicability of Article 9 of the Base Indenture	  	 	34	  
	 Section 10.02.
	 	Supplemental Indentures Without Consent of Holders	  	 	34	  
	 Section 10.03.
	 	Supplemental Indentures with Consent of Holders	  	 	35	  
	 Section 10.04.
	 	Effect of Supplemental Indentures	  	 	36	  
	 Section 10.05.
	 	Notation on Notes	  	 	36	  
	 Section 10.06.
	 	Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee	  	 	36	  


  
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	ARTICLE 11	  
	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	  
			
	 Section 11.01.
	  	Applicability of Article 10 and Section 4.05 of the Base Indenture	  	 	37	  
	 Section 11.03.
	  	Successor Company to Be Substituted	  	 	37	  
	 Section 11.04.
	  	Opinion of Counsel to Be Given to Trustee	  	 	38	  
	
	ARTICLE 12	  
	NO RECOURSE	  
			
	 Section 12.01.
	  	No Recourse	  	 	38	  
	
	ARTICLE 13	  
	[INTENTIONALLY OMITTED]	  
	
	ARTICLE 14	  
	CONVERSION OF NOTES	  
			
	 Section 14.01.
	  	Conversion Privilege	  	 	39	  
	 Section 14.02.
	  	Conversion Procedure; Settlement Upon Conversion	  	 	42	  
	 Section 14.03.
	  	 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with
Make-Whole Fundamental Changes or During a Redemption Period
	  	 	46	  
	 Section 14.04.
	  	Adjustment of Conversion Rate	  	 	48	  
	 Section 14.05.
	  	Adjustments of Prices	  	 	57	  
	 Section 14.06.
	  	Shares to Be Fully Paid	  	 	58	  
	 Section 14.07.
	  	Effect of Recapitalizations, Reclassifications and Changes of the Common Stock	  	 	58	  
	 Section 14.08.
	  	Certain Covenants	  	 	60	  
	 Section 14.09.
	  	Responsibility of Trustee	  	 	60	  
	 Section 14.10.
	  	Intentionally Omitted	  	 	61	  
	 Section 14.11.
	  	Stockholder Rights Plans	  	 	61	  
	 Section 14.12.
	  	Intentionally Omitted	  	 	61	  
	 Section 14.13.
	  	Exchange in Lieu of Conversion	  	 	61	  
	
	ARTICLE 15	  
	REPURCHASE OF NOTES AT OPTION OF HOLDERS	  
			
	 Section 15.01.
	  	Intentionally Omitted	  	 	62	  
	 Section 15.02.
	  	Repurchase at Option of Holders Upon a Fundamental Change	  	 	62	  
	 Section 15.03.
	  	Withdrawal of Fundamental Change Repurchase Notice	  	 	65	  
	 Section 15.04.
	  	Deposit of Fundamental Change Repurchase Price	  	 	65	  
	 Section 15.05.
	  	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	  	 	66	  


  
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	ARTICLE 16	 
	OPTIONAL REDEMPTION	 
			
	 Section 16.01.
	 	Applicability of Article 3 of the Base Indenture	  	 	66	  
	 Section 16.02.
	 	Optional Redemption	  	 	66	  
	 Section 16.03.
	 	Notice of Optional Redemption; Selection of Notes	  	 	67	  
	 Section 16.04.
	 	Payment of Notes Called for Redemption	  	 	68	  
	 Section 16.05.
	 	Restrictions on Redemption	  	 	69	  
	
	ARTICLE 17	  
	MISCELLANEOUS PROVISIONS	  
			
	 Section 17.01.
	 	Investments	  	 	69	  
	 Section 17.02.
	 	Provisions Binding on Company’s Successors	  	 	69	  
	 Section 17.03.
	 	Official Acts by Successor Company	  	 	69	  
	 Section 17.04.
	 	Governing Law; Jurisdiction	  	 	69	  
	 Section 17.05.
	 	Legal Holidays	  	 	70	  
	 Section 17.06.
	 	No Security Interest Created	  	 	70	  
	 Section 17.07.
	 	Benefits of Indenture	  	 	70	  
	 Section 17.08.
	 	Table of Contents, Headings, Etc.	  	 	70	  
	 Section 17.09.
	 	Execution in Counterparts	  	 	70	  
	 Section 17.10.
	 	Separability	  	 	71	  
	 Section 17.11.
	 	Waiver of Jury Trial	  	 	71	  
	 Section 17.12.
	 	Force Majeure	  	 	71	  
	 Section 17.13.
	 	Calculations	  	 	71	  
	 Section 17.14.
	 	USA PATRIOT Act	  	 	71	  
	 Section 17.15.
	 	Miscellaneous Amendments Under Base Indenture; Ratification of Base Indenture	  	 	72	  

 EXHIBIT 
  

							
	 Exhibit A
	 	Form of Note	  	 	A-1	  


  
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 FIRST SUPPLEMENTAL INDENTURE dated as of May 24, 2016 (this “Supplemental
Indenture”), between REPLIGEN CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as
trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of May 24, 2016, between the Company and the Trustee (the “Base Indenture”
and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”). 

W I T N E S S E T H: 
 WHEREAS,
the Company executed and delivered the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Company’s Securities, in an unlimited aggregate principal amount, in one or more series to be
established by the Company under, and authenticated and delivered as provided in, the Base Indenture; 
 WHEREAS, Sections 2.01 and
2.02 of the Base Indenture provide for the Company to issue Securities thereunder in the form and on the terms set forth in one or more Board Resolutions and Officer’s Certificates or indentures supplemental thereto; 

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of a single series of Securities designated as its
2.125% Convertible Senior Notes due 2021 (the “Notes” and each $1,000 principal amount thereof, unless the context otherwise requires, a “Note”), initially in an aggregate principal amount not to exceed
$115,000,000, 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 Supplemental Indenture; 

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; 

WHEREAS, the conditions set forth in the Base Indenture for the execution and delivery of this Supplemental Indenture have been complied with;
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 Supplemental Indenture provided, the valid, binding and legal obligations of the Company, and this Supplemental Indenture a valid agreement according to its terms, have been done and performed,
and the execution of this Supplemental Indenture and the issuance hereunder of the Notes have in all respects been duly authorized. 







 NOW, THEREFORE, THIS SUPPLEMENTAL 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. For all purposes of the Indenture, except as otherwise expressly provided or
unless the context otherwise requires: 
 (a) the terms defined in this Article 1 shall have the respective meanings assigned to them
in this Article 1 and include the plural as well as the singular and, to the extent applicable, supersede the definitions thereof in the Base Indenture; 

(b) all words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meanings as in the Base
Indenture; and 
 (c) the words “herein,” “hereof” and “hereunder” and other words of similar import
(i) when used with regard to any specified Article, Section or sub-division, refer to such Article, Section or sub-division of this Supplemental Indenture and (ii) otherwise, refer to the Indenture as a whole and not to any particular Article,
Section or other subdivision. 
 “Additional Interest” means all amounts, if any, payable pursuant to Section 6.04. 

“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. 

“Base Indenture” has the meaning specified in the first paragraph of this Supplemental Indenture. 

“Bid Solicitation Agent” means 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. 

  
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 “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, notwithstanding anything in the Base Indenture to the contrary. 

“Capital Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations
or other equivalents of or interests in (however designated) stock issued by that entity. 
 “Cash Settlement” shall have
the meaning specified in Section 14.02(a). 
 “Clause A Distribution” shall have the meaning specified in Section 14.04(c).

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

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

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

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

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

“Common Stock” means the common stock of the Company, par value $0.01 per share, at the date of this Supplemental Indenture,
subject to Section 14.07. 
 “Company” shall have the meaning specified in the first paragraph of this Supplemental
Indenture, and subject to the provisions of Article 11 hereof, shall include its successors and assigns. 
 “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 date, $1,000, divided by the Conversion Rate as of such date. 

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

“Custodian” means, as used in this Supplemental Indenture, the Trustee, as custodian for The Depository Trust Company, with
respect to the Global Notes, or any successor entity thereto. 

  
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 “Daily Conversion Value” means, for each of the 40 consecutive Trading Days
during the Observation Period, 2.5% 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 40. 

“Daily Settlement Amount,” for each of the 40 consecutive Trading Days during the Observation Period, shall consist of: 

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

“Daily VWAP” means, for each of the 40 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 “RGEN <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled
open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using
a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other
trading outside of the regular trading session trading hours. On or after the occurrence of a Share Exchange Event, the “Daily VWAP” of a unit of Reference Property on any date shall be determined in accordance with the two
immediately preceding sentences except that (i) in the case of a Share Exchange Event in connection with which holders of Common Stock receive only cash as set forth in Section 14.07(a), the “Daily VWAP” shall be equal to the
per share amount of cash received by holders of Common Stock in such Share Exchange Event, (ii) in the case of a Share Exchange Event in connection with which holders of Common Stock receive a type of consideration other than cash or common stock
(or, if applicable, American depositary receipts, ordinary shares or other common equity interests) as set forth in Section 14.07(a), the “Daily VWAP” shall be the fair market value of such unit of Reference Property determined
by a nationally recognized independent investment banking firm retained for this purpose by the Company and (iii) in the case of a Share Exchange Event in connection with which holders of Common Stock receive a combination of common stock (or, if
applicable, American depositary receipts, ordinary shares or other common equity interests), cash and/or a type of consideration of the kind described in clause (ii), the “Daily VWAP” shall be equal to the sum of values of each
component or portion of such unit of Reference Property determined in accordance with the two immediately preceding sentences, clause (i) and/or clause (ii), as the case may be. 

“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default. 

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

“Depositary” means, with respect to each Global Note and notwithstanding anything to the contrary in the Base Indenture, the
Person specified in Section 2.06(b) as the Depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of the 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,
“Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable. 

“Event of Default” shall have the meaning specified in Section 6.02, notwithstanding anything to the contrary in the
Base Indenture. 
 “Ex-Dividend Date” means the first date on which shares of the Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due
bills or otherwise) as determined by such exchange or market. 
 “Exchange Election” shall have the meaning specified in
Section 14.13. 
 “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. 
 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) other than as described in clause (b) below, a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Subsidiaries and the employee benefit plans of the Company and its Subsidiaries, has become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under the 

  
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Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity and has filed a Schedule TO or any schedule, form or report
under the Exchange Act disclosing such fact; 
 (b) the consummation of (1) any recapitalization, reclassification or change
of the Common Stock (other than changes resulting from a subdivision, combination or changes solely in par value) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (2)
any share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property or assets; or (3) 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 Subsidiaries; provided, however, that a transaction described in
clause (1) or (2) 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 company or
transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b); 

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

(d) the Common Stock (or other common stock, American depositary receipts, ordinary shares or other common equity interests
underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); 

provided, however, that a transaction or transactions described in clause (b) above shall not constitute a Fundamental Change, if at least 90%
of the consideration received or to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, in connection with such transaction or
transactions consists of shares of common stock, American depositary receipts, ordinary shares or other common equity interests, in each case, that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The
NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions such consideration becomes
Reference Property for the Notes, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights (subject to the provisions of Section 14.02(a)). For the avoidance of doubt, a Share Exchange
Event pursuant to which (x) at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights,
consists of shares of common stock, American depositary receipts, ordinary shares or other common equity interests, in each case, 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 

  
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listed or quoted when issued or exchanged in connection with such Share Exchange Event and (y) as a result of which such consideration becomes Reference Property for the Notes, excluding cash
payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights (subject to the provisions of Section 14.02(a)) shall not constitute a Fundamental Change pursuant to clause (d) above. 

“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” means a Note in the form of a Global Security. 

“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 Security Register. 
 “Indenture” has the meaning
specified in the first paragraph of this Supplemental Indenture. 
 “Interest Payment Date” means each June 1 and
December 1 of each year, beginning on December 1, 2016. 
 “Last Reported Sale Price” of the Common Stock on any
date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in
composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the
“Last Reported Sale Price” shall be the last quoted bid price per share for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is
not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices per share for the Common Stock on the relevant date received from each of at least three nationally recognized
independent investment banking firms selected by the Company for this purpose. The “Last Reported Sale Price” shall be determined without regard to after-hours trading or any other trading outside of regular trading session hours.
On or after the occurrence of a Share Exchange Event, the “Last Reported Sale Price” of a unit of Reference Property on any date shall be determined in accordance with the four immediately preceding sentences except that (i) in the
case of a Share Exchange Event in connection with which holders of Common Stock receive only cash as set forth in Section 14.07(a), the “Last  

  
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Reported Sale Price” shall be equal to the per share amount of cash received by holders of Common Stock in such Share Exchange Event, (ii) in the case of a Share Exchange Event in
connection with which holders of Common Stock receive a type of consideration other than cash or common stock (or, if applicable, American depositary receipts, ordinary shares or other common equity interests) as set forth in Section 14.07(a),
the “Last Reported Sale Price” shall be the fair market value of such unit of Reference Property determined by a nationally recognized independent investment banking firm retained for this purpose by the Company and (iii) in the
case of a Share Exchange Event in connection with which holders of Common Stock receive a combination of common stock (or, if applicable, American depositary receipts, ordinary shares or other common equity interests), cash and/or a type of
consideration of the kind described in clause (ii), the “Last Reported Sale Price” shall be equal to the sum of values of each component or portion of such unit of Reference Property determined in accordance with the four
immediately preceding sentences, clause (i) and/or clause (ii), as the case may be. 
 “Make-Whole Fundamental Change”
means any transaction or event that constitutes a Fundamental Change as set forth in clause (a), (b) or (d) of the definition thereof (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). 
 “Market Disruption Event” means, for the
purposes of determining amounts due upon conversion, (a) a failure by the primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading
session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation
imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock. 

“Maturity Date” means June 1, 2021. 

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

“Note” or “Notes” shall have the meaning specified in the third paragraph of the recitals of this
Supplemental Indenture. 
 “Notice of Conversion” shall have the meaning specified in Section 14.02(b). 

“Observation Period” with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant
Conversion Date occurs prior to March 1, 2021, the 40 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) if the relevant Conversion Date occurs during a
Redemption Period, the 40 consecutive Trading Days beginning on, and including, the 42nd Scheduled Trading Day immediately preceding the relevant Redemption Date and (iii) subject to clause (ii),
if the relevant Conversion Date occurs on or after May 15, 2018, the 40 consecutive Trading Days beginning on, and including, the 42nd Scheduled Trading Day immediately preceding the Maturity
Date. 

  
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 “Officer’s Certificate,” when used with respect to the Company, means a
certificate signed by any Officer of the Company. Each such certificate shall include the statements provided for in Section 13.07 of the Base Indenture if and to the extent required by the provisions of such Section. The Officer giving an
Officer’s Certificate pursuant to Section 4.07 hereof shall be one of the principal executive, financial or accounting officer of the Company. 

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

“Optional Redemption” shall have the meaning specified in Section 16.02 

“Outstanding” means, with respect to any Note, that such Note is considered “Outstanding” under the definition
thereof in the Base Indenture; provided that all references to “Government Obligations” in such definition shall be disregarded with respect to the Notes; provided, further, that the following Notes shall be deemed to not be
“Outstanding”: 
 (a) Notes that have been paid pursuant to Section 2.07 of the Base Indenture unless proof
satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due course; 
 (b) Notes
converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.07 of this Supplemental Indenture; 

(c) Notes repurchased by the Company pursuant to the penultimate sentence of Section 2.09; 

(d) Notes repurchased by the Company pursuant to Article 15; and 

(e) Notes redeemed by the Company pursuant to Article 16. 

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

“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 2.07 of the Base Indenture 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. 
 “Prospectus Supplement”
means the preliminary prospectus supplement dated May 18, 2016, as supplemented by the related pricing term sheet dated May 19, 2016, in each case, relating to the offering and sale of the Notes. 

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common
Stock (or other applicable security) have the right to 

  
 9 








 
receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the
date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise). 

“Redemption” means any redemption of Notes at the option of the Company pursuant to Article 16. 

“Redemption Date” shall have the meaning specified in Section 16.03(a). 

“Redemption Notice” shall have the meaning specified in Section 16.03(a). 

“Redemption Notice Date” shall have the meaning specified in Section 16.03(a). 

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

“Redemption Price” means, for any Notes to be redeemed pursuant to Section 16.02, 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case
interest accrued to the Interest Payment Date will be paid on such Interest Payment Date 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 the Notes to be
redeemed). 
 “Reference Property” shall have the meaning specified in Section 14.07(a). 

“Regular Record Date” or “regular record date,” with respect to any Interest Payment Date, shall mean 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. 

“Reporting Obligations” shall have the meaning specified in Section 6.04. 

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional
securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day. 

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

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

“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). 

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

 “Significant Subsidiary” means a Subsidiary of the Company that meets the definition of “significant
subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act; provided that, in the case of a Subsidiary that meets the criteria of clause (3) of the definition thereof but not clause (1) or (2) thereof, such
Subsidiary shall not be deemed to be a Significant Subsidiary unless the Subsidiary’s income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle exclusive of amounts
attributable to any non-controlling interests for the last completed fiscal year prior to the date of such determination exceeds $15,000,000. 

“Specified Dollar Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion
as specified (or deemed 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, notwithstanding anything in the Base Indenture to the contrary, 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 11.02(a). 

“Supplemental Indenture” has the meaning specified in the first paragraph of this Supplemental Indenture. 

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

  
 11 








 
Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading, except that if
the Common Stock is not so listed or admitted for trading, “Trading Day” means a Business Day. 
 “Trading
Price” per $1,000 principal amount of the Notes on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $2,000,000 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 $2,000,000 principal amount of Notes from a nationally recognized securities dealer selected by the Company on a determination date, then the Trading Price per $1,000 principal amount of Notes on such determination date
shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. Any determination of the Trading Price shall be conclusive absent manifest error. 

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

“Trust Indenture Act” means, notwithstanding anything in the Base Indenture to the contrary, the Trust Indenture Act of 1939,
as amended, as it was in force at the date of execution of this Supplemental 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 Supplemental Indenture until a successor trustee shall have become such pursuant to the applicable provisions of the 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). 
 Section 1.02. References to Interest. Unless the context otherwise
requires, any reference to interest on, or in respect of, any Note in the Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 6.04. 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. 

  
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 ARTICLE 2 

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF NOTES.
 Section 2.01. Scope of Supplemental
Indenture. This Supplemental Indenture amends and supplements the provisions of the Base Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Base Indenture effected by this
Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the Notes, which may be issued from time to time in accordance herewith, and shall not apply to any other Securities that may be issued under the
Base Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. For all purposes under the Base Indenture, the Notes shall constitute a single series of
Securities, and with regard to any matter requiring the consent under the Base Indenture of Securityholders of multiple series of Securities voting together as a single class, the consent of Holders of the Notes voting as a separate class shall also
be required and the same threshold shall apply. The provisions of this Supplemental Indenture shall supersede, with respect to the Notes, any conflicting provisions in the Base Indenture. 

Section 2.02. Designation and Amount. The Notes are hereby created and authorized as a single series of
Securities under the Base Indenture. The Notes shall be designated as the “2.125% Convertible Senior Notes due 2021.” The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is initially limited
to $115,000,000, subject to Section 2.09 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 10.05, Section 14.02 or Section 15.04
hereof or Section 2.05, Section 2.06 or Section 2.07 of the Base Indenture. 
 Section 2.03. Form of
Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby
expressly incorporated in and made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of the 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 the 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 the 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. 

  
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 Each Global Note shall represent such principal amount of the Outstanding Notes as shall be
specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time
be increased or reduced to reflect repurchases, redemptions, 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 in accordance with the Indenture. Payment of principal (including the Fundamental Change
Repurchase Price or the Redemption Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to
receive payment is provided for herein. 
 Section 2.04. 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 actual days elapsed over a 30-day month. The Company shall 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 first paragraph of Section 2.03 of the Base Indenture shall, with respect to the Notes, be superseded in its entirety by this Section 2.04(a), and any reference in the Base Indenture to such paragraph of
Section 2.03 shall, with respect to the Notes, be deemed to refer instead to this Section 2.04(a). 
 (b) The Person in whose name
any Note (or its Predecessor Note) is registered on the Security 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.
Principal on any Physical Note shall be payable at the office or agency of the Company maintained by the Company for such purposes in the continental United States of America, which shall initially be the Corporate Trust Office. Principal on any
Global Note shall be paid by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay, or cause the Paying Agent to pay, interest (i) on any Physical Notes (A) to Holders holding Physical
Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address as it appears in the Security Register and (B) to Holders holding Physical Notes having an aggregate principal amount of
more than $5,000,000, either by check mailed to each such Holder or, upon written application by such a Holder to the Security Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that
Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Security Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available


  
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funds to the account of the Depositary or its nominee. The second paragraph of Section 2.03 of the Base Indenture shall, with respect to the Notes, be superseded in its entirety by this
Section 2.04(b), and any reference in the Base Indenture to such paragraph of Section 2.03 shall, with respect to the Notes, be deemed to refer instead to this Section 2.04(b). 

(c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum
at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election
in each case, as provided in clause (i) or (ii) below: 
 (i) The Company may elect to make payment of any Defaulted Amounts
to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the
Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix
a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Company shall promptly notify the Trustee in writing of such special record date and in such notice, instruct the Trustee to send such notice to Holders 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 sent electronically or mailed, first-class postage prepaid, to each Holder at its address as it appears in the Security Register, 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 sent or mailed, 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 2.04(c). 

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

  
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 The third paragraph of Section 2.03 of the Base Indenture shall be superseded in its entirety by
this Section 2.04(c), and any reference in the Base Indenture to such paragraph of Section 2.03 of the Base Indenture shall be deemed to refer instead to this Section 2.04(c). 

Section 2.05. Execution, Authentication and Delivery of Notes. Notwithstanding anything in the Base Indenture to the
contrary, 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 2.10 of the Base Indenture), shall be entitled to the benefits of the 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 the Indenture. 

Section 2.06. Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary. i)
Notwithstanding anything in the Base Indenture to the contrary, none of the Company, the Trustee or the Security Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note
is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15. 

All Notes issued upon any registration of transfer or exchange of Notes in accordance with the Indenture shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under the Indenture as the Notes surrendered upon such registration of transfer or exchange. 

(a) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the second
paragraph of Section 2.06(c) all Notes shall be represented by one or more Global Notes 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 in accordance with the Indenture and the procedures of the Depositary therefor. 

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
the Depositary. The Trustee shall have no responsibility for the actions of the Depositary. 
 At such time as all interests in a
Global Note have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the
Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical
Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the 

  
 16 








 
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. 
 (b) Section 2.11(c) of the Base Indenture shall be superseded by
this Section 2.06(c), and any reference in the Base Indenture to Section 2.11(c) thereof shall be deemed to refer instead to this Section 2.06(c). 

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 exchanged for a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officer’s
Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (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 2.06(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, 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. 
 (c) Any Note or Common Stock issued upon the conversion or exchange of
a Note that is repurchased or owned by any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the three months preceding) may not be resold by such Affiliate (or such Person, as the case may be) unless
registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or Common Stock, as the case may be, no longer being a “restricted
security” (as defined under Rule 144 under the Securities Act). The Company shall cause any Note that is repurchased (other than notes repurchased pursuant to cash-settled swaps or other derivatives) or owned by it to be surrendered to the
Trustee for cancellation in accordance with Section 2.07. 

  
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 Section 2.07. Cancellation of Notes Paid, Converted, Etc. The
Company shall cause all Notes surrendered for the purpose of payment, redemption, repurchase (including as described in Section 2.09, but excluding Notes repurchased pursuant to cash-settled swaps or other cash-settled derivatives) excluding,
registration of transfer or exchange or conversion, if surrendered to any Person that the Company controls other than the Trustee (including any of the Company’s Agents, Subsidiaries or Affiliates that the Company controls), to be surrendered
to the Trustee for cancellation pursuant to Section 2.08 of the Base Indenture, and such Notes shall no longer be considered “Outstanding” upon their payment, redemption, repurchase or conversion, as applicable. All Notes delivered to the
Trustee shall be canceled promptly by it, and, except for Notes surrendered for registration of transfer or exchange, no Notes shall be issued to replace any Notes so cancelled.  

Section 2.08. 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 or accuracy 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 effectiveness of any such notice shall not be affected by any defect in, or omission of, such
“CUSIP” numbers. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers. 

Section 2.09. Additional Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding
Section 2.02, reopen the Indenture and issue additional Notes under the Indenture 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 Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such
matters, in addition to those required by Section 13.07 of the Base Indenture, 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 cash-settled derivatives, in each case without prior notice to the Holders. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other cash-settled
derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.07. 

  
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 ARTICLE 3 

SATISFACTION AND DISCHARGE 

Section 3.01. Applicability of Article 11 of the Base Indenture. 

(a) Section 11.01 and Section 11.02 of the Base Indenture shall not apply to the Notes. Instead the provisions set forth in this Article
3 shall, with respect to the Notes, supersede in their entirety Section 11.01 and Section 11.02 of the Base Indenture, and all references in the Base Indenture to Section 11.01 or Section 11.02 thereof and the provisions therein, as the case may be,
shall, with respect to the Notes, be deemed to be references to this Article 3 or the applicable provisions set forth in this Article 3, respectively. 

(b) All references to “Government Obligations” in Section 11.03, Section 11.04 and Section 11.05 of the Base Indenture shall be
disregarded with respect to the Notes. 
 Section 3.02. Satisfaction and Discharge. The Indenture shall
upon request of the Company contained in an Officer’s Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture, when
ii) (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 of the Base Indenture and (y) Notes for whose payment money or
shares of Common Stock has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03(c)) have been delivered to the Trustee for
cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase Date or Redemption Date, upon
conversion or otherwise, cash or cash, shares of Common Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the Outstanding Notes and all other sums due and payable
under the Indenture by the Company; and iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge
of the Indenture have been complied with. Notwithstanding the satisfaction and discharge of the Indenture, the obligations of the Company to the Trustee under Section 7.06 of the Base Indenture shall survive. 

ARTICLE 4 

PARTICULAR COVENANTS OF THE COMPANY 

Section 4.01. Payment of Principal and Interest. This Section 4.01 shall supersede Section 4.01 of the
Base Indenture and all references in the Base Indenture to Section 4.01 thereof shall be deemed, for the purposes of the Notes, to be references to this Section 4.01. The Company covenants and agrees that it will cause to be paid the principal
(including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes. 

Section 4.02. Paying Agent and Conversion Agent. The office or agency where the Notes may be surrendered for
registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) and Security Registrar for the Notes shall be located in the continental United States of America and shall initially be at the
Corporate Trust Office of the 

  
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Trustee. The Company will also maintain an office or agency (“Conversion Agent”) in the continental United States of America where the Notes may be surrendered for conversion and
where notices and demands in respect of the Notes and the Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such offices or agencies. If at any time the Company
shall fail to maintain any required office or agency with respect to the presentment or surrender of the Notes or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may be made or served at the Corporate
Trust Office or another office or agency of the Trustee as designated by the Trustee. 
 The Company may also from time to time designate as
co-Security 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 continental United States of America for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable. 

The Company hereby initially designates the Trustee as the Paying Agent, Security Registrar, Custodian and Conversion Agent and the Corporate
Trust Office as the office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or for conversion. 

Section 4.03. Provisions as to Paying Agent. 

(a) Section 4.03(a)(3) of the Base Indenture is hereby amended with respect to the Notes by replacing such Section 4.03(a)(3) in its entirety
with the following: “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; and”. 

Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each due date of the principal (including the
Fundamental Change Repurchase Price and Redemption Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price and
Redemption 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) Notwithstanding anything in the
Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) of, and accrued and unpaid
interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) and accrued and
unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action 

  
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and of any failure by the Company to make any payment of the principal (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) of, or accrued and unpaid interest
on, the Notes when the same shall become due and payable. 
 (c) Notwithstanding anything in the Base Indenture to the contrary, any money
and shares of Common Stock deposited with the Trustee, Conversion Agent or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price and Redemption 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 Fundamental Change Repurchase Price and Redemption Price, if applicable),
interest or consideration due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the
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, Conversion Agent or such Paying Agent with respect to such trust money and shares of Common
Stock, and all liability of the Company as trustee thereof, shall thereupon cease. 
 Section
4.04. 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 4.05. Reports. 

(a) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any
documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding, for the avoidance of doubt, any such documents or reports (or portions thereof) that are subject to
confidential treatment and any correspondence with the Commission) (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 (or any successor thereto) shall be deemed to be filed by the Company with the Trustee for purposes of this Section 4.05(a) at the time such documents are filed via the EDGAR system (or any successor thereto), it being understood that
the Trustee shall have no responsibility to determine if such deliveries or filings have been made. Notwithstanding the foregoing, at any time the Company is otherwise not required to file documents or reports with the Commission pursuant to Section
13 or 15(d) of the Exchange Act and the Conversion Obligation may be satisfied by the delivery of Reference Property consisting of, in whole or in part, another entity’s common stock, American depositary receipts, ordinary shares or other
common equity, as the case may be, the Company may satisfy its obligations under this Section 4.05(a) by delivering or filing copies of the documents or reports that such other entity is required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act (excluding, for the avoidance of doubt, any such documents or reports (or portions thereof) that are subject to confidential treatment and any correspondence with the Commission) within the same time periods and in the same
manner described in this Section 4.05(a). Section 5.03(a) of the Base Indenture shall, with respect to the Notes, be superseded in its entirety by this Section 4.05(a), and any reference in the Base Indenture to such Section 5.03(a) shall, with
respect to the Notes, be deemed to refer instead to this Section 4.05(a). 
 (b) Delivery of the reports and documents described in
subsection (a) above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). 

  
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 Section 4.06. 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 the 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
4.07. 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 Officer’s Certificate signed by the principal executive, financial or accounting officer of the Company 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 the 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 Officer’s Certificate setting forth the details of such Event of Default or Default, its
status and the action that the Company is taking or proposing to take in respect thereof; provided that the Company shall not be required to deliver such an Officer’s Certificate if such Event of Default or Default has been cured. 

Section 13.12 of the Base Indenture shall, with respect to the Notes, be superseded in its entirety by this Section 4.07, and any reference in
the Base Indenture to such Section 13.12 shall, with respect to the Notes, be deemed to refer instead to this Section 4.07. 
 Section
4.08. 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 the Indenture. 

  
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 ARTICLE 5 

[INTENTIONALLY OMITTED] 

ARTICLE 6 
 DEFAULTS
AND REMEDIES 
 Section 6.01. Applicability of Article 6 of the Base
Indenture. Article 6 of the Base Indenture shall not apply to the Notes. Instead, the provisions set forth in this Article 6 shall, with respect to the Notes, supersede in its entirety Article 6 of the Base Indenture, and
all references in the Base Indenture to Article 6 thereof and the provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this Article 6 and the applicable provisions set forth in this Article 6,
respectively. Without limiting the forgoing, all references in Section 7.06 of the Base Indenture to Section 6.01(a)(4) or (5) of the Base Indenture shall, with respect to the Notes, be deemed to be references to Section 6.02(i) or Section
6.02(j) hereof, respectively. 
 Section 6.02. 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, on the Redemption Date, 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 the Indenture upon exercise of a Holder’s conversion right and such failure continues for a period of five Business Days; 

(d) failure by the Company to issue (A) a Fundamental Change Company Notice in accordance with Section 15.02(c) when due and such failure
continues for a period of three Business Days or (b) notice of a specified corporate event in accordance with Section 14.01(b)(ii) or Section 14.01(b)(iii) when due; 

(e) failure by the Company to comply with its obligations under Article 11; 

(f) failure by the Company for 60 days after written notice from the Trustee or the Holders 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 the 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 $20,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or of any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i)


  
 23 








 
resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity or (ii) constituting a failure to pay the principal of any such debt when due and payable
(after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and such indebtedness is not discharged, or such acceleration is not cured or rescinded, within
30 days; 
 (h) a final judgment for the payment of $20,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered
by insurance) rendered against the Company or any Significant Subsidiary of the Company, which judgment is not discharged 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 admit in writing that it is unable to pay its debts generally 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 60
consecutive days. 
 Section 6.03. Acceleration; Rescission and Annulment. If one or more Events of Default shall have
occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.02(i) or Section 6.02(j) with respect to the Company), unless the principal of all of the Notes shall have
already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding determined in accordance with Section 8.04 of the Base Indenture, by notice in writing to the Company (and
to the Trustee if given by Holders), may, and the Trustee, at the direction of such Holders, shall, 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 the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.02(i) or Section 6.02(j) with
respect to the Company occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. 

  
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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 of the Base Indenture,
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 the 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 6.10, 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 the Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any
subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default
resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price or Redemption Price, if applicable) of, or accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii)
a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes. 
 Section 6.04. Additional
Interest. Notwithstanding anything in the Indenture or in the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to (i) the failure by the Company to file with the Trustee pursuant to
Section 314(a)(1) of the Trust Indenture Act any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act or (ii) the Company’s failure to comply with its
obligations as set forth in Section 4.05(a) (the obligations described in clauses (i) and (ii), the “Reporting Obligations”) shall (x) for the first 180 days after the occurrence of such an Event of Default (beginning on, and
including, the date on which such an Event of Default first occurs), 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 180-day period on which such Event of Default is continuing and (y) for the period from, and including, the 181st day after the occurrence of such an Event of Default to, and including, the 270th 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 Event of
Default is continuing. In no event shall the Additional 

  
 25 








 
Interest described in this Section 6.04 accrue at a rate in excess of 0.25% per annum during the initial 180-day period or 0.50% per annum during the subsequent 90-day period, regardless of the
number of events or circumstances giving rise to the requirement to pay such Additional Interest. 
 If the Company so elects to pay
Additional Interest, any 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 271st day after such Event of Default (if the Event of Default relating to the
Company’s failure to comply with the Reporting Obligations is not cured or waived prior to such 271st day), the Notes shall be immediately subject to acceleration as provided in Section 6.03. In the event the Company does not elect to pay
Additional Interest following an Event of Default relating to the Reporting Obligations in accordance with this Section 6.04 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 6.03. 
 In order to elect to pay Additional Interest as the sole remedy during
the first 270 days after the occurrence of any Event of Default relating to the failure by the Company to comply with the Reporting Obligations, in accordance with this Section 6.04, the Company must notify all Holders of the Notes, the Trustee and
the Paying Agent of such election prior to the beginning of such 270-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.03. The Trustee shall not at any time
be under any duty or responsibility to any Holder of Notes to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such
calculation of the Additional Interest. 
 Section 6.05. Payments of Notes on Default; Suit
Therefor. If an Event of Default described in clause (a) or (b) of Section 6.02 shall have occurred, the Company shall, upon demand of the Trustee or the requisite Holders as set forth in Section 6.02, 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 of the Base Indenture. 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 other obligor upon the Notes, or to the creditors or property of the Company or such
other 

  
 26 








 
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 6.05, 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 and disbursements 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 of the Base Indenture; 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 and disbursements, including agents and counsel fees,
and including any other amounts due to the Trustee under Section 7.06 of the Base Indenture, incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses 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 the 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 and disbursements 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 the Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such proceedings. 

In case the Trustee shall have proceeded to enforce any right under the Indenture and such proceedings shall have been discontinued or
abandoned because of any waiver pursuant to 

  
 27 








 
Section 6.10 or any rescission and annulment pursuant to Section 6.03 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 6.06. 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 and its agents under the Base Indenture; 
 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 Fundamental Change Repurchase Price, the Redemption Price and any cash due upon conversion) then owing and unpaid upon the Notes for principal and interest, if any, with interest on
the overdue principal and, to the extent that such interest has been collected by the Trustee, upon overdue installments of interest at the rate borne by the Notes at such time, and in case such monies shall be insufficient to pay in full the whole
amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if applicable, the Fundamental Change Repurchase Price, the Redemption Price and the cash due upon conversion) and interest without preference or priority of
principal over interest, or of interest over principal or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the
Fundamental Change Repurchase Price, the Redemption 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 6.07. Proceedings by Holders. Except to enforce the right to receive payment of principal
(including, if applicable, the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of
any provision of the Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to the 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 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 6.10, 

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 the 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 the 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 6.07, 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 the Indenture and any provision of any Note, the right of any Holder to receive payment or delivery, as
the case may be, of (x) the principal (including the Fundamental Change Repurchase Price and Redemption Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after
their respective due dates expressed or provided for in such Note or in the Indenture, or to bring suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company shall not be
impaired or affected without the consent of such Holder. 
 Section 6.08. 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 the 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 the Indenture or in aid of the exercise of any power granted in the Indenture, or to enforce any
other legal or equitable right vested in the Trustee by the Indenture or by law. 
 Section 6.09. Remedies Cumulative
and Continuing. Except as provided in the last paragraph of Section 2.07 of the Base Indenture, all powers and remedies given by this Article 6 

  
 29 








 
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 the 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 6.07, 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 6.10. Direction of Proceedings and Waiver of Defaults by Majority of Holders. The Holders of a
majority of the aggregate principal amount of the Notes at the time Outstanding determined in accordance with Section 8.04 of the Base Indenture 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 the 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 of the Base Indenture 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 Fundamental Change
Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.02, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default
in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an Outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder
shall have been waived as permitted by this Section 6.10, said Default or Event of Default shall for all purposes of the Notes and the 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 6.11. Notice of
Defaults. The Trustee shall, within 90 days after the occurrence and continuance of a Default of which a Responsible Officer has actual knowledge, send to all Holders as the names and addresses of such Holders appear upon the
Security Register, notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of
(including the Fundamental Change Repurchase Price or Redemption Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be
protected in 

  
 30 








 
withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. This Section 6.11 shall supersede
Section 7.14 of the Base Indenture, and any reference in the Base Indenture to such Section 7.14 thereof shall be deemed to refer instead to this Section 6.11. The proviso set forth in Section 315(b) of the Trust Indenture Act shall not apply
with respect to the Notes. 
 Section 6.12. Undertaking to Pay Costs. All parties to the 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 the Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees
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 6.12 (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 of the Base Indenture, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price
and Redemption Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 14. 

ARTICLE 7 

[INTENTIONALLY OMITTED] 

ARTICLE 8 

[INTENTIONALLY OMITTED] 

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 the Indenture, or to consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under the 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 Section 7.10 of the Base Indenture; 

  
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 (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the
provisions of Section 10.03; 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 the 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 of
the Base Indenture or the establishment of any special record date by the Trustee, shall be delivered to Holders of such Notes at their addresses as they shall appear on the Security Register. Such notice shall also be mailed 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 mailed 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
iv) be a Holder of one or more Notes on the record date pertaining to such meeting or v) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such meeting. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its
counsel. 
 Section 9.05. Regulations. Notwithstanding any other provisions of the 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. 

  
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 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 of the Base Indenture, 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 mailed as provided in Section 9.02. The record shall show the aggregate principal amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the
meeting. 
 Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

Section 9.07. No Delay of Rights by Meeting. Nothing contained in this Article 9 shall be deemed or construed
to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee
or to the Holders under any of the provisions of the Indenture or of the Notes. 

  
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 ARTICLE 10 

SUPPLEMENTAL INDENTURES 

Section 10.01. Applicability of Article 9 of the Base Indenture. Article 9 of the Base Indenture shall not apply to the
Notes. Instead the provisions set forth in this Article 10 shall, with respect to the Notes, supersede in their entirety Article 9 of the Base Indenture, and all references in the Base Indenture to Article 9 thereof and the provisions therein,
as the case may be, shall, with respect to the Notes, be deemed to be references to this Article 10 or the applicable provisions set forth in this Article 10, respectively. 

Section 10.02. 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 the Indenture and the Notes pursuant to
Article 11 hereof; 
 (c) to add guarantees with respect to the Notes; 

(d) to secure the Notes; 
 (e)
to add to the covenants or Events of Default of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company; 

(f) to make any change that does not adversely affect the rights of any Holder; 

(g) in connection with any Share Exchange Event, 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 increase
the Conversion Rate pursuant to Section 14.03 or Section 14.04; 
 (i) to provide for the issuance of additional Notes solely in accordance
with the limitations set forth in the Indenture; 
 (j) to comply with any requirement of the Commission in connection with the
qualification of the Indenture under the Trust Indenture Act; 
 (k) to provide for the acceptance of appointment by a successor trustee
pursuant to Article 7 of the Base Indenture or facilitate the administration of the trusts under the Indenture by more than one trustee; or 

(l) to conform the provisions of the Indenture or the Notes to the “Description of notes” section of the Prospectus Supplement as
evidenced in an Officer’s Certificate. 

  
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 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 the Indenture or otherwise. 
 Any supplemental indenture
authorized by the provisions of this Section 10.02 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 10.03. 

Section 10.03. Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided
in Article 8 of the Base Indenture) of the Holders of at least a majority of the aggregate principal amount of the Notes then Outstanding (determined in accordance with Article 8 of the Base Indenture 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 the Indenture, the Notes 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 other than as required by the Indenture; 

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

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

(g) change the ranking of the Notes; 

(h) impair the right of any Holder to receive payment of principal and interest on such Holder’s Notes on or after the due dates therefor
or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or 
 (i) make any change in this
Article 10 that requires each Holder’s consent or in the waiver provisions in Section 6.03 or Section 6.10. 

  
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 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 10.06, 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 the 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 10.03 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 mail to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such
notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture. 
 Section
10.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10, the 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 the 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 the Indenture for any and all purposes. 

Section 10.05. Notation on Notes. Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article 10 may, at the Company’s expense, bear a notation as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to
conform, in the opinion of the Board of Directors, to any modification of the Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared and executed by the Company, upon receipt of a Company Order
authenticated by the Trustee (or an Authenticating Agent duly appointed by the Trustee pursuant to Section 2.10 of the Base Indenture) and delivered in exchange for the Notes then Outstanding, upon surrender of such Notes then Outstanding. 

Section 10.06. Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee. In addition
to the documents required by Section 13.07 of the Base Indenture, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article 10, is permitted or authorized by the Indenture and is the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms. 

  
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 ARTICLE 11 

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 

Section 11.01. Applicability of Article 10 and Section 4.05 of the Base Indenture. 

(a) Article 10 of the Base Indenture shall not apply to the Notes. Instead the provisions set forth in this Article 11 shall, with respect to
the Notes, supersede in their entirety Article 10 of the Base Indenture, and all references in the Base Indenture to Article 10 thereof and the provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to
this Article 11 or the applicable provisions set forth in this Article 11, respectively. 
 (b) Section 4.05 of the Base Indenture and any
reference in the Base Indenture to any such Section or the provisions contained therein shall be deemed deleted with respect to the Notes. 

Section 11.02. Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.03, the
Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease the Company’s consolidated properties and assets substantially as an entirety to another Person, unless: 

(a) If we are not the resulting, surviving or transferee corporation, the resulting, surviving or transferee Person (the “Successor
Company”), is 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 expressly assumes, by supplemental indenture, all of the obligations
of the Company under the Notes and the Indenture; and 
 (b) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing under the Indenture. 
 Section 11.03. Successor Company 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, 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 the 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 the Company’s consolidated properties and assets substantially as an
entirety, 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 a Company Order of such Successor Company instead of the Company and subject to all the terms,
conditions and limitations in the 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
accompanied by a Company Order 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 the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the 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 

  
 37 








 
lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Supplemental 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 the Indenture and the Notes. 
 In case of any such consolidation, merger, sale, conveyance, transfer or lease, such
changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. 
 Section
11.04. Opinion of Counsel to Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease pursuant to which the Company shall not be the Successor Company shall be effective unless the
Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11. 
 ARTICLE 12 

NO RECOURSE 

Section 12.01. No Recourse. 

No recourse under or upon any obligation, covenant or agreement of this Supplemental Indenture, or of the Notes, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company, of any predecessor or Successor Company or of any issuer of any securities underlying
the Notes, either directly or through the Company, any such predecessor or Successor Company or any such issuer, 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 this Supplemental Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company, of any such predecessor or Successor Company or any such issuer, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Supplemental Indenture or in the Notes or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and
any and all such rights and claims against, every such incorporator, stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained
in this Supplemental Indenture or in the Notes or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Supplemental Indenture and the issuance of the Notes. 

  
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 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 March 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 March 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 31,1813 shares of Common Stock (subject to adjustment as provided in this Article 14, the
“Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). 

(b) (i) Prior to the close of business on the Business Day immediately preceding March 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 Common Stock 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 Supplemental Indenture. If the Company is not acting as the
Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent 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 not 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, where the Company is the Bid Solicitation Agent, to determine the Trading Price per $1,000 principal amount of Notes, unless a Holder of at least $500,000 aggregate principal amount of Notes
provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate, at which time, if the
Company is not the Bid Solicitation Agent, the Company shall instruct the Bid Solicitation Agent to determine, or, if the Company is the Bid Solicitation, 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 

  
 39 








 
equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is not acting as the 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) if the Company is acting as the Bid Solicitation Agent and fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to
be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met on any day, the Company shall so notify
the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on or within one Business Day of such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000
principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall notify the Holders of the Notes, the Trustee and the
Conversion Agent (if other than the Trustee) that the Trading Price condition set forth above is no longer met, and thereafter neither the Company nor the Bid Solicitation Agent shall be required to solicit further bids until a new Holder request is
made as provided above.
 (ii) If, prior to the close of business on the Business Day immediately preceding March 1, 2021,
the Company elects to: 
 (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants
entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices
of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or 

(B) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to
purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately 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 45 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. 

  
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 (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 March 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 Share Exchange Event (other than any Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole
Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity) that occurs prior to the close of business on the Business Day
immediately preceding March 1, 2021, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the transaction until 35 Trading Days after the actual effective date of such
transaction or, if such transaction also constitutes a Fundamental Change, until the second Scheduled Trading Day immediately preceding the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion
Agent (if other than the Trustee) as promptly as practicable following the date on which the Company publicly announces the effective date of such transaction or the date upon which the Company receives notice, or otherwise becomes aware, of the
effective date of such transaction, but in no event later than the actual effective date of such transaction. 
 (iv) Prior
to the close of business on the Business Day immediately preceding March 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 June 30,
2016 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the
immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after June 30, 2016 whether the Notes
may be surrendered for conversion in accordance with this clause (iv) and shall notify the Conversion Agent (if other than the Trustee) and the Trustee if and when the Notes become convertible in accordance with this clause (iv). If a Holder
requests confirmation from the Conversion Agent that the Notes may be surrendered for conversion in accordance with this clause (iv), the Company shall promptly provide such confirmation. 

(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 March 1, 2021, then Holders may surrender Notes that have been so called for redemption at any time from, and including the Redemption Notice Date until the close of business on the second Scheduled Trading Day
preceding the Redemption Date (any such period, a “Redemption Period”), 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. 

  
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 Section 14.02. Conversion Procedure; Settlement Upon Conversion. 

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

(i) All conversions for which the relevant Conversion Date occurs on or after March 1, 2021 or occurs during the Redemption
Period shall be settled using the same Settlement Method. 
 (ii) Except for any conversions for which the relevant
Conversion Date occurs on or after March 1, 2021 or occurs during the Redemption Period, the Company shall use the same Settlement Method for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the
same Settlement Method with respect to conversions with different Conversion Dates. 
 (iii) If the Company elects a
Settlement Method in respect of a Conversion Date (or in respect of conversions occurring on or after March 1, 2021 or during a Redemption Period, as the case may be), the Company will deliver a notice (the “Settlement Notice”) of
the relevant Settlement Method in respect of such Conversion Date (or in respect of conversions occurring on or after March 1, 2021 or during a Redemption Period, as the case may be) to the Trustee, the Conversion Agent (if other than the Trustee)
and converting Holders no later than: 
 (A) if the relevant Conversion Date occurs prior to March 1, 2021, the close of
business on the Trading Day immediately following the relevant Conversion Date; 
 (B) subject to clause (C) immediately
below, if the relevant Conversion Date occurs on or after March 1, 2021, no later than March 1, 2021; and 
 (C) if the
relevant Conversion Date occurs during a Redemption Period (including any redemption period that occurs on or after March 1, 2021), the Redemption Notice Date. 

(iv) If the Company does not elect a Settlement Method prior to the deadline set forth in clause (iii) above, 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 

  
 42 








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

(A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the
Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date; 

(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 40 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 40 consecutive Trading Days during the related Observation Period. 
 (vi) The Daily Settlement Amounts (if applicable)
and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the
case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion
Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. 

(b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in
the case of a Global Note, comply with the 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


  
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Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or
a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the
certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement
and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder
is not entitled as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of
Conversion with respect to any Notes may be 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, or on the third Business Day immediately following the last Trading Day of the Observation
Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or
nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. 

(d) In case any Physical 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, the Trustee or the Security Registrar, 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. 

  
 44 








 (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or
similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests any 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 certificate representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such
Holders in accordance with the immediately preceding sentence. 
 (f) Except as provided in Section 14.04, no adjustment shall be made for
dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14. 
 (g) Upon the conversion of
an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing
of any conversion of Notes effected through any Conversion Agent other than the Trustee. 
 (h) Upon conversion, a Holder shall not receive
any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note
and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than
cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such 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 shall receive the full amount of interest payable on such Notes on the
corresponding Interest Payment Date notwithstanding the conversion. However, Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest
Payment Date must be accompanied by funds equal to the amount of such 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 second Scheduled Trading Day following the corresponding Interest Payment Date, in respect of Notes converted after the
close of business on such Regular Record Date and on or prior to the open of business on the second Scheduled Trading Day following such 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, in respect of Notes converted after the close of business on such Regular Record Date and on or prior to the open of business on
such 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, any Redemption Date described in clause (2) above and any Fundamental Change Repurchase Date described in clause (3) above shall receive the full interest payment due on the Maturity Date or other
applicable Interest Payment Date regardless of whether their Notes have been converted following such Regular Record Date. 

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

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

Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole
Fundamental Changes or During a Redemption Period. vi) 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 or if the Company issues a Notice of Redemption and a holder elects to convert its Notes during the related Redemption Period, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so
surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole
Fundamental Change if the relevant 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 second 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). 
 (a) Upon surrender of Notes for conversion in connection with a Make-Whole
Fundamental Change or during a Redemption Period, the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02; provided,
however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for
any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock 

  
 46 








 
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 pursuant to this
Section 14.03), 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 Trustee, the Conversion Agent
(if other than the Trustee) and the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change no later than five Business Days after such Effective Date. 

(b) The amount, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on the date
on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) or the Redemption Notice Date, as applicable and the price (the “Stock Price”) paid (or deemed to be paid) per share of
the Common Stock in the Make-Whole Fundamental Change or on the Redemption Notice Date. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the
definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and
including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change or the Redemption Notice Date, as applicable. The Company 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. In the event that a conversion during a Redemption Period would also be deemed to be in connection with a Make-Whole Fundamental Change, the converting Holder will be entitled
to a single increase to the Conversion Rate with respect to the first to occur of the applicable Redemption Notice Date or the Effective Date of the applicable Make-Whole Fundamental Change, and the later event will be deemed not to have occurred
for purposes of this Section 14.03 
 (c) 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 amounts by which the Conversion Rate shall be increased as 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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 (d) The following table sets forth the amount, if any, 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 or Redemption Notice Date, as applicable, set forth below: 

 

																																									
	 	  	Stock Price	 
	 Effective Date/

Redemption

Notice Date
	  	$26.18	 	  	$27.00	 	  	$29.00	 	  	$32.07	 	  	$36.00	 	  	$41.69	 	  	$50.00	 	  	$65.00	 	  	$90.00	 	  	$125.00	 
	 May 24, 2016
	  	 	7.0157	  	  	 	7.0157	  	  	 	7.0157	  	  	 	6.8948	  	  	 	5.4826	  	  	 	4.0909	  	  	 	2.8327	  	  	 	1.6618	  	  	 	0.8620	  	  	 	0.3579	  
	 June 1, 2017
	  	 	7.0157	  	  	 	7.0157	  	  	 	7.0157	  	  	 	6.5643	  	  	 	5.1159	  	  	 	3.7192	  	  	 	2.4907	  	  	 	1.4018	  	  	 	0.7065	  	  	 	0.2779	  
	 June 1, 2018
	  	 	7.0157	  	  	 	7.0157	  	  	 	7.0157	  	  	 	6.0653	  	  	 	4.5826	  	  	 	3.1986	  	  	 	2.0407	  	  	 	1.0833	  	  	 	0.5320	  	  	 	0.1939	  
	 June 1, 2019
	  	 	7.0157	  	  	 	7.0157	  	  	 	6.9877	  	  	 	5.3045	  	  	 	3.8048	  	  	 	2.4743	  	  	 	1.4487	  	  	 	0.7079	  	  	 	0.3487	  	  	 	0.1107	  
	 June 1, 2020
	  	 	7.0157	  	  	 	7.0157	  	  	 	5.8359	  	  	 	4.0448	  	  	 	2.5659	  	  	 	1.4069	  	  	 	0.6847	  	  	 	0.3110	  	  	 	0.1798	  	  	 	0.0315	  
	 June 1, 2021
	  	 	7.0157	  	  	 	5.8557	  	  	 	3.3015	  	  	 	0.0005	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  

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

(ii) if the Stock Price is greater than $125.00 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), the Conversion Rate shall not be increased; and 

(iii) if the Stock Price is less than $26.18 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), the Conversion Rate shall not be increased. 
 Notwithstanding the foregoing,
in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 38.1970 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04. 

(e) 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 in their capacity as Holders (therefore, for the
avoidance of doubt, the Company will make the applicable adjustment to the Conversion Rate set forth below in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders
of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate,
multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. 

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





 
 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share
combination, as applicable;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date;
			
	OS0	  	=	  	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date before giving effect to such dividend, distribution, share split or share combination;
and
			
	OS’	  	=	  	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

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



 

  
 49 








 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
			
	OS0	  	=	  	the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
			
	X	  	=	  	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
			
	Y	  	=	  	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

 Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are
issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of the Common Stock
are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants
been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued or if no such right, option or warrant is exercised prior to its expiration, 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 Common Stock at a price per share that is less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including,
the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such
rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. 

(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 shares of its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section
14.04(a) or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 14.04(d), (iii) dividends or distributions of Reference Property in exchange for Common Stock in
connection with any Share 

  
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Exchange Event, and (iv) 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 shares of Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: 

 
 



 
 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
			
	SP0	  	=	  	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
			
	FMV	  	=	  	the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

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

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





 

  
 51 








 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the end of the Valuation Period;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the end of the Valuation Period;
			
	FMV0	  	=	  	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last
Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the
Spin-Off (the “Valuation Period”); and
			
	MP0	  	=	  	the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

 The increase to the Conversion Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period;
provided that in respect of any conversion of Notes during the Valuation Period, references in the portion of this Section 14.04(c) related to Spin-Offs to 10 Trading Days 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. 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 in the preceding paragraph to 10 Trading Days 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 respects to Section 14.11), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s
Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with
such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the
Conversion Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required)
to the Conversion Rate shall be made under this Section 14.04(c). 

  
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If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Supplemental Indenture, are subject to events, upon the
occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of
distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders
thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was
counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased
without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give
effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such
rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall
have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued. 

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

  
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 (d) If the Company pays or makes any cash dividend or distribution to all or substantially all
holders of the Common Stock, the Conversion Rate shall be adjusted based on the following formula: 
  
  





 
 where, 
  

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

 Any increase to the Conversion Rate pursuant to this Section 14.04(d) shall become effective immediately after the open of
business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay such dividend
or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of
shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution. 

(e) If the Company or any of its Subsidiaries make a payment pursuant to a tender or exchange offer for the Common Stock that is subject to
the then-applicable tender offer rules under the Exchange Act, other than an odd lot tender offer, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Last
Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the
Conversion Rate shall be increased based on the following formula: 
  
  





 

  
 54 








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

 The increase to the 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 in respect of any conversion of Notes within the 10 Trading Days immediately following, and including, the
Trading Day next succeeding the date such tender or exchange offer expires, references in this Section 14.04(e) with respect to “10 consecutive Trading Days” and the “10th Trading
Day” the 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. 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 (if applicable) in respect of a conversion of Notes, references in the preceding
paragraph to “10 consecutive Trading Days” and the “10th Trading Day” 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. 

(f) Notwithstanding this Section 14.04 or any other provision of the Indenture or the Notes, if a Conversion Rate adjustment becomes effective
on any Ex-Dividend Date, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of the shares of Common Stock as of


  
 55 








 
the related Conversion Date as described under Section 14.02(i) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions in
this Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an
unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. 
 (g) Except as
stated herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or
such convertible or exchangeable securities. 
 (h) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this
Section 14.04, and to the extent permitted by applicable law and subject to the applicable listing standards of The NASDAQ Global Select Market, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20
Business Days if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject to the applicable listing standards of The NASDAQ Global Select
Market, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock
(or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences, the Company shall mail to the Holder of each Note at its last address appearing on the
Security Register 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) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; 

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

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

(iv) upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back
transaction that is not a tender offer or exchange offer of the kind described in Section 14.04(e); 

  
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 (v) solely for a change in the par value of the Common 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. The Company shall not adjust the Conversion Rate pursuant to this Section 14.04 unless the adjustment would result in a change of at least 1% in the then-effective Conversion Rate. However, the Company shall carry
forward any adjustment that it would otherwise have to make and take that adjustment into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried-forward adjustments shall be made with respect to the Notes (i) in
connection with any subsequent adjustment to the Conversion Rate of at least 1% and (ii)(a) on each Trading Day of any Observation Period related to the conversion of Notes (in the case of Cash Settlement or Combination Settlement) or (b) on the
Conversion Date for any Notes (in the case of Physical Settlement). 
 (k) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee (and the Conversion Agent if not the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officer’s Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the
last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date
on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to each Holder at its last address appearing on the Security Register. 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 Common Stock at any time outstanding
shall not include shares of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include shares of Common
Stock issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. 
 Section 14.05. Adjustments of
Prices. Whenever any provision of the Indenture requires the Company to calculate the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days
(including an Observation Period and the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change or conversion during a Redemption Period), the Company shall, in good faith, make appropriate adjustments (to the extent
no corresponding adjustment is otherwise made pursuant to Section 14.04) to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date,
Effective Date (as such term is used in Section 14.04) or expiration date of the event occurs at any time during the period when such Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be
calculated. 

  
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 Section 14.06. Shares to Be Fully Paid. The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for conversion of the Notes from time to time as such Notes are presented for conversion
(assuming (x) that at the time of computation of such number of shares, all such Notes would be converted by a single Holder and that Physical Settlement is applicable and (y) the delivery of the maximum number of shares of Common Stock, including
the maximum Conversion Rate increase pursuant to Section 14.03). 
 Section 14.07. Effect of Recapitalizations,
Reclassifications and Changes of the Common Stock. 
 (a) In the case of: 

(i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a share split,
share combination or change in par value), 
 (ii) any consolidation, merger or combination involving the Company, 

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

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including
cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a
right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the
Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference
Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, shall execute
with the Trustee a supplemental indenture permitted under Section 10.02(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share
Exchange Event (A) the Company or the Successor Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 14.02 and (B) (I) any
amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in
accordance with Section 14.02 shall instead 

  
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be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Share Exchange Event and (III) the
Daily VWAP and the Last Reported Sale Price, as applicable, shall be calculated based on the value of a unit of Reference Property. 
 If
the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property
into which the Notes will be convertible shall be deemed to be (x) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (y) if no holders of Common Stock
affirmatively make such an election, the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the
consideration referred to in clause (i) attributable to one share of Common Stock. 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. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the
consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased pursuant to Section 14.03), multiplied by the
price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the third Business Day immediately following the relevant Conversion
Date. 
 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 Share Exchange 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 Company or the Successor Company, as the case may be, in such Share Exchange 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 determines in good faith are appropriate by reason of the foregoing, including the provisions providing for the purchase rights
set forth in Article 15. 
 (b) When the Company or the Successor Company, as applicable, executes a supplemental indenture pursuant to
subsection (a) of this Section 14.07, the Company or the Successor Company, as applicable, shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or
asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all
Holders. The Company or the Successor Company, as applicable, shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Security Register provided for in the Indenture, within 20
days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. 

  
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 (c) The Company shall not become a party to any Share Exchange Event unless its terms are
consistent with this Section 14.07. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth
in Section 14.01 and Section 14.02 prior to the effective date of such Share Exchange Event. 
 (d) The above provisions of this Section
shall similarly apply to successive Share Exchange Events. 
 Section 14.08. Certain Covenants. vii) The
Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens, charges and preemptive rights with respect to the issue thereof. 

(a) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require
registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of
the Commission, secure such registration or approval, as the case may be. 
 (b) The Company further covenants that if at any time the
Common Stock shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock
issuable upon conversion of the Notes. 
 Section 14.09. Responsibility of Trustee. The Trustee and any
other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the
Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The
Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the
conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver
any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this
Article. Neither the Trustee nor any other Conversion Agent shall have any duty or responsibility whatsoever to determine whether the Company has a Conversion Obligation or compliance with the conversion procedures, or to make or confirm any
calculations with respect to the settlement provisions, of Sections 14.02 through 14.07. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the
correctness 

  
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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 7.02 of the Base Indenture, may accept
(without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to
the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible
for conversion or no longer eligible therefor 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). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Section 7.01 of the Base Indenture relating to the Trustee
shall apply to the Conversion Agent. 
 Section 14.10. Intentionally Omitted. 

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

Section 14.12. Intentionally Omitted. 

Section 14.13. Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary,
when a Holder surrenders Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the second Trading Day following the Conversion Date, such Notes to a
financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely deliver, in exchange for such Notes, the shares of
Common Stock, cash or combination thereof due upon conversion at the time and in the manner provided in this Article 14. If the Company makes an Exchange Election, the Company shall, by the close of business on the second Trading Day following the
relevant Conversion Date, notify the Holder surrendering Notes for conversion that the Company has 

  
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made the Exchange Election and the Company shall notify the designated financial institution of the Settlement Method the Company has elected with respect to such conversion and the relevant
deadline for payment and/or delivery of the shares of Common Stock, cash or a combination thereof due upon conversion. 
 Any Notes
exchanged by the designated financial institution shall remain Outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the shares of Common Stock, cash or a combination
thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall pay and/or deliver the shares of Common Stock, cash or a combination thereof due upon conversion to the converting
Holder at the time and in the manner provided in this Article 14 as if the Company had not made an Exchange Election. 
 The Company’s
designation of a financial institution to which Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may,
but is not obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactions. 

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. viii) If a Fundamental
Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion thereof that is equal to $1,000 or an
integral multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company
Notice, subject to postponement to comply with applicable law, 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. 
 (a) 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 

  
 62 








 
compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case prior to the close of business on the Business Day
immediately preceding the Fundamental Change Repurchase Date, subject to postponement to comply with applicable law; and 

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

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

(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 the
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 (and the Trustee, if other than the Paying Agent) of the receipt by it of any Fundamental
Change Repurchase Notice or written notice of withdrawal thereof. 
 (b) On or before the 20th Business Day after the occurrence of the
effective date of a Fundamental Change, the Company shall provide to all Holders of Notes 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. Each Fundamental Change Company Notice shall specify: 

(i) the events causing the Fundamental Change; 

  
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 (ii) the effective date of the Fundamental Change; 

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

(iv) the Fundamental Change Repurchase Price; 

(v) the Fundamental Change Repurchase Date; 

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

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

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

(c) 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. 

  
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 (d) Notwithstanding the foregoing, the Company shall not be required to purchase, or to make an
offer to purchase, any Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in this Article 15 and
such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company as set forth in this Article
15. 
 (e) To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Article 15, the
Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Article 15 by virtue of such conflict. 

Section 15.03. Withdrawal of Fundamental Change Repurchase Notice. ix) 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 second
Business Day immediately preceding the Fundamental Change Repurchase Date, specifying: 
 (i) the principal amount of the
Notes with respect to which such notice of withdrawal is being submitted, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000, 

(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 the applicable procedures of the Depositary. 
 Section
15.04. Deposit of Fundamental Change Repurchase Price. x) The Company shall 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 4.03 of the Base Indenture) 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 Security Register; provided, 

  
 65 








 
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. 

(a) 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 shall cease to be Outstanding, (ii) interest shall 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 shall terminate (other than the right to receive the Fundamental Change Repurchase Price). 

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

Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the
Company shall, 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 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. Applicability of Article 3 of the Base Indenture. Article 3 of the Base Indenture shall not
apply to the Notes. Instead the provisions set forth in this Article 16 shall, with respect to the Notes, supersede in its entirety Article 3 of the Base Indenture, and all references in the Base Indenture to Article 3 thereof and the
provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this Article 16 or the applicable provisions set forth in this Article 16, respectively. 

Section 16.02. Optional Redemption. No sinking fund is provided for the Notes. The Notes shall not be redeemable by the
Company prior to June 5, 2019. On or after June 5, 2019, 

  
 66 








 
the Company may redeem (an “Optional Redemption”) for cash all or part of the Notes on any Business Day prior to the Maturity Date if the Last Reported Sale Price of the Common
Stock has been at least 130% of the Conversion Price for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Redemption Notice Date,
upon notice as set forth in Section 16.03, at the Redemption Price. 
 Section 16.03. 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 16.02, it shall fix a date for redemption (the “Redemption Date”), which must be a Business Day, and it shall deliver a notice of such Optional Redemption (a “Redemption Notice,” and the
date on which such Redemption Notice is delivered, the “Redemption Notice Date”) not less than 45 Scheduled Trading Days nor more than 55 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Conversion Agent (if
other than the Trustee), the Paying Agent and each Holder of Notes. On the Redemption Notice Date, the Company shall issue a press release (and make the press release available on its website) announcing the redemption. 

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, the failure to deliver such Redemption Notice or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note. 
 (b) Each Redemption Notice, which shall be irrevocable, shall specify: 

(i) the Redemption Date (which must be a Business Day); 

(ii) the Redemption Price; 
 (iii)
that on the Redemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; 

(iv) the name and address of the Paying Agent and Conversion Agent; 

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

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

  
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 (viii) the Conversion Rate, if applicable, the number of Additional Shares added to the
Conversion Rate in accordance with Section 14.03 and the Settlement Method that shall apply during the Redemption Period; 
 (ix) the
CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and 
 (x) in case any Note is to be redeemed in part only, the portion
of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. 

At the Company’s request, the Trustee shall give the notice of redemption in the name of and at the Company’s expense; provided,
however, that the Company has delivered to the Trustee, at least five Business Days prior to the date that the notice is required to be given to the Holders (unless a shorter notice period shall be agreed to by the Trustee), an Officer’s
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

(c) If fewer than all of the outstanding Notes are to be redeemed, the Notes or portions thereof of Notes to be redeemed shall be selected (in
principal amounts of $1,000 or multiples thereof) (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (2) if the Notes are
not so listed but are in global form, then by lot or otherwise in accordance with the applicable procedures of the Depositary or (3) if the Notes are not so listed and are not in global form, then on a pro rata basis, by lot or by such other method
as the Trustee in its sole discretion shall deem fair and appropriate. 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 16.04. Payment of Notes Called for Redemption.
 
 (a) If any Redemption Notice has been given in respect of the Notes in accordance with Section 16.03, 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) No later than 10:00 a.m. (New York City time) on the Redemption Date,
the Company shall deposit with the Paying Agent or, if the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 4.03(b), an amount of cash (in immediately available funds if deposited on the Redemption
Date), an amount of cash 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 promptly after the later
of: 
 (i) the Redemption Date for such Notes; and 

(ii) the time of presentation of such Note to the Trustee by the Holder thereof in the manner required by this Section
16.04. 

  
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 Section 16.05. 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. Investments. In the absence of written investment direction from the Company, all cash received by the Trustee
shall be placed in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such
investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have
no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company. 

Section 17.02. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and
agreements of the Company contained in this Supplemental Indenture made by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not. 

Section 17.03. Official Acts by Successor Company. Any act or proceeding by any provision of this
Supplemental 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 corresponding board, committee or officer of any company or
other entity that shall at the time be the lawful successor of the Company. 
 Section 17.04. Governing Law;
Jurisdiction. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL 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 Supplemental 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 

  
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irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself
in respect of its properties, assets and revenues. 
 The Company irrevocably and unconditionally waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental 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. Legal Holidays. In any case
where any Interest Payment Date, Fundamental Change Repurchase Date or Maturity Date is not a Business Day or is a day on which the banking institutions in the city of the office of the Paying Agent and the Trustee (if other than the Paying Agent)
are authorized or obligated by law to close or be closed, then any payment to be made on such date may be made on the next succeeding day that is a Business Day and is not a day on which the banking institutions in the city of the office of the
Paying Agent and the Trustee (if other than the Paying Agent) are authorized or obligated by law to close or be closed with the same force and effect as if made on such Interest Payment Date, Fundamental Change Repurchase Date or Maturity Date, as
the case may be, and no interest shall accrue in respect of the delay. Section 13.08 of the Base Indenture shall, with respect to the Notes, be superseded in its entirety by this Section 17.05, and any reference in the Base Indenture to such
Section 13.08 shall, with respect to the Notes, be deemed to refer instead to this Section 17.05. 
 Section 17.06. No
Security Interest Created. Nothing in this Supplemental 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 17.07. Benefits of Indenture. Nothing in this
Supplemental Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto, the Holders, any Paying Agent, any Conversion Agent, any Authenticating Agent, any Security Registrar and their successors
hereunder, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or under any covenant, condition or provision contained in this Supplemental Indenture; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the Holders of the Notes. 
 Section 17.08. Table of Contents,
Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof. 
 Section 17.09. Execution in Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this 

  
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Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be
used in lieu of the original Supplemental 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 17.10. Separability. In case any one or more provisions contained in this Supplemental Indenture or
in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Indenture or the Notes, but this Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. 
 Section
17.11. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 17.12. Force
Majeure. In no event shall the Trustee, the Conversion Agent or the Paying Agent 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, the Conversion Agent and the Paying Agent, as the case may be shall use reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances. 
 Section
17.13. 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 Stock Price, the Last Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes 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, the Paying Agent 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 shall forward the Company’s calculations to any
Holder of Notes upon the written request of that Holder at the sole cost and expense of the Company. 
 Section 17.14. USA PATRIOT
Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee and the Paying Agent, 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 

  
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a relationship or opens an account with the Trustee or the Paying Agent, as the case may be. The parties to this Supplemental Indenture agree that they will provide the Trustee with such
information as it may request in order for the Trustee or the Paying Agent, as the case may be to satisfy the requirements of the USA PATRIOT Act. 

Section 17.15. Miscellaneous Amendments Under Base Indenture; Ratification of Base Indenture. 

(a) Except as amended hereby with respect to the Notes, the Base Indenture, as amended and supplemented by this Supplemental Indenture, is in
all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. 

[Remainder of page intentionally left blank] 

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

					
	REPLIGEN CORPORATION
		
	By:	 	 /s/ Jon K. Snodgres

		 	Name:	 	Jon K. Snodgres
		 	Title:	 	Chief Financial Officer
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Lynn M. Steiner

		 	Name:	 	Lynn M. Steiner
		 	Title:	 	Vice President









 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE] 
 [THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY
SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] 

  
 A-1 








 REPLIGEN CORPORATION 

2.125% Convertible Senior Note due 2021 
  

			
	No. [        ]	  	[Initially]1 $[        ]
		
	CUSIP No. [            ]	  	

 Repligen Corporation, a corporation duly organized and validly existing under the laws of the State of
Delaware (the “Company,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]2 [            ]3, or registered assigns, the principal sum [as set forth in the
“Schedule of Exchanges of Notes” attached hereto]4 [of $[        ]]5, which amount, taken
together with the principal amounts of all other Outstanding Notes, shall not, unless permitted by the Indenture, exceed $115,000,000 in aggregate at any time, in accordance with the rules and procedures of the Depositary, on June 1, 2021, and
interest thereon as set forth below. 
 This Note shall bear interest at the rate of 2.125% per year from May 24, 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 June 1, 2021. Interest is payable semi-annually in arrears on each June 1 and December 1, commencing on December
1, 2016, 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 6.04 of the
within-mentioned Supplemental 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 such
Section 6.04, 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 2.04(c) of the Supplemental Indenture.

The Company shall pay, or cause the Paying Agent to 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 Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying 

 

	1 	Include if a global note. 


	2 	Include if a global note. 


	3 	Include if a physical note. 


	4	Include if a global note. 


	5 	Include if a physical note. 


  
 A-2 








 
Agent and Security Registrar in respect of the Notes and its agency in the continental United States of America as a place where Notes may be presented for payment or for registration of transfer
and exchange.
 Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation,
provisions giving the Holder of this Note the right to convert this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject to the limitations set forth in the
Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This
Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed by the laws of the State of New York (without regard to the conflicts of laws provisions thereof). 

In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern. 

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed
manually by the Trustee or a duly authorized Authenticating Agent under the Indenture. 
 [Remainder of page intentionally left blank]


  
 A-3 








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

 

			
	REPLIGEN CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: 
  

			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, certifies that this is one of the Notes described in the within-named Indenture.
		
	By:	 	  

		 	Authorized Officer


  
 A-4 








 [FORM OF REVERSE OF NOTE] 

REPLIGEN CORPORATION 
 2.125%
Convertible Senior Note due 2021 
 This Note is one of a duly authorized issue of Notes of the Company, designated as its 2.125%
Convertible Senior Notes due 2021 (the “Notes”), initially limited to the aggregate principal amount of $115,000,000, all issued or to be issued under and pursuant to an Indenture dated as of May 24, 2016 (the “Base
Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of May 24, 2016 (herein called the “Supplemental Indenture”; the Base Indenture, as amended and supplemented by the Supplemental
Indenture, and as it may be further amended or supplemented from time to time, the “Indenture”), by and between the Company and Wilmington Trust, National Association (the “Trustee”) to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued
in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. 

In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by
either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then Outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set
forth in the Indenture. 
 Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in
respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date, the Redemption Price on the Redemption Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a
Paying Agent to collect such payments in respect of the Note. The Company shall 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. 
 No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (including the
Redemption Price and Fundamental 

  
 A-5 








 
Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the
lawful money herein prescribed. 
 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. 

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

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

  
 A-6 








 ABBREVIATIONS 

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

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

  
 A-7 








 SCHEDULE A6 

SCHEDULE OF EXCHANGES OF NOTES 

REPLIGEN CORPORATION 
 2.125%
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-8 








 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 

REPLIGEN CORPORATION 
 2.125%
Convertible Senior Notes due 2021 
 To: Wilmington Trust, National Association 

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

									
	Dated:	 	  
	 		 	  
	 	
					
		 		 		 	  
	 	
		 		 		 	Signature(s)	 	

  

	
	  

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



  
 1 









	
	Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:
	
	  

	(Name)
	
	  

	(Street Address)
	
	  

	(City, State and Zip Code)
	Please print name and address

  

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

	Social Security or Other Taxpayer
	Identification Number



  
 2 








 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 

REPLIGEN CORPORATION 
 2.125%
Convertible Senior Notes due 2021 
 To: Wilmington Trust, National Association 

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Repligen Corporation (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 Supplemental 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.



  
 1 








 ATTACHMENT 3 

[FORM OF ASSIGNMENT AND TRANSFER] 

REPLIGEN CORPORATION 
 2.125%
Convertible Senior Notes due 2021 
 For value received
                     hereby sell(s), assign(s) and transfer(s) unto
                     (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably
constitutes and appoints                      attorney to transfer the said Note on the books of the Company, with full power of substitution in the
premises. 
  

			
	Dated:	 	  

	
	  

	
	  

	Signature(s)
	
	  

	Signature Guarantee

 Signature(s) must be guaranteed by an 

eligible Guarantor Institution (banks, stock 
 brokers, savings
and loan associations and 
 credit unions) with membership in an approved 

signature guarantee medallion program pursuant 
 to Securities and
Exchange Commission 
 Rule 17Ad-15 if Notes are to be delivered, other 

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

  
 1