EX-4.2



 Exhibit 4.2 
  

 
 CLOVIS ONCOLOGY, INC. 

and 

[    ] 

, as Trustee 
 INDENTURE

 DATED AS OF 







 CROSS REFERENCE TABLE 

 

			
	 TIA Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	N.A.
	 (a)(4)
	  	N.A.
	 (a)(5)
	  	N.A.
	 (b)
	  	7.08; 7.10
	 311(a)
	  	7.11
	 (b)
	  	7.11
	 312(a)
	  	2.07
	 (b)
	  	12.04
	 (c)
	  	12.04
	 313(a)
	  	7.06
	 (b)(1)
	  	7.06
	 (b)(2)
	  	7.06
	 (c)
	  	7.06
	 (d)
	  	7.06
	 314(a)(1)
	  	4.02
	 (a)(2)
	  	12.03
	 (a)(4)
	  	4.04
	 (b)
	  	N.A.
	 (c)
	  	2.04; 7.02(b); 8.01
	 (c)(1)
	  	12.05
	 (c)(2)
	  	12.05
	 (c)(3)
	  	12.05
	 (d)
	  	N.A.
	 (e)
	  	4.04; 12.05
	 (f)
	  	4.04
	 315(a)(1)
	  	6.05; 7.01(b)(i)
	 (a)(2)
	  	7.01(b)(ii)
	 (b)
	  	7.05; 12.03
	 (c)
	  	7.01(a)
	 (d)(1)
	  	7.01(b)
	 (d)(2)
	  	7.01(c)
	 (d)(3)
	  	6.05; 7.01(d)
	 (e)
	  	6.13
	 316(a)(last sentence)
	  	12.06
	 (a)(1)(A)
	  	6.05
	 (a)(1)(B)
	  	6.04
	 (a)(2)
	  	N.A.
	 (b)
	  	6.08
	 (c)
	  	9.02; 9.04
	 317(a)(1)
	  	6.09
	 (a)(2)
	  	6.10
	 (b)
	  	2.06
	 318(a)
	  	1.02; 12.01

  
 N.A. means
Not Applicable. 
 Note: This cross-reference table shall not, for any purpose, be deemed to be a part of the Indenture. 

  
 - 2 - 








 TABLE OF CONTENTS 
  

											
	 ARTICLE ONE
	   
	  	DEFINITIONS AND INCORPORATION BY REFERENCE	  	 	1	  
				
		 	 	SECTION 1.01.	  	  	Definitions	  	 	1	  
		 	 	SECTION 1.02.	  	  	Incorporation by Reference of Trust Indenture Act	  	 	3	  
		 	 	SECTION 1.03.	  	  	Rules of Construction	  	 	4	  
			
	 ARTICLE TWO
	   
	  	THE SECURITIES	  	 	4	  
				
		 	 	SECTION 2.01.	  	  	Form and Dating	  	 	4	  
		 	 	SECTION 2.02.	  	  	Amount Unlimited; Issuable in Series	  	 	4	  
		 	 	SECTION 2.03.	  	  	Denominations	  	 	6	  
		 	 	SECTION 2.04.	  	  	Execution and Authentication	  	 	6	  
		 	 	SECTION 2.05.	  	  	Registrar and Paying Agent	  	 	6	  
		 	 	SECTION 2.06.	  	  	Paying Agent to Hold Money in Trust	  	 	6	  
		 	 	SECTION 2.07.	  	  	Securityholder Lists	  	 	7	  
		 	 	SECTION 2.08.	  	  	Transfer and Exchange	  	 	7	  
		 	 	SECTION 2.09.	  	  	Replacement Securities	  	 	8	  
		 	 	SECTION 2.10.	  	  	Outstanding Securities	  	 	8	  
		 	 	SECTION 2.11.	  	  	Temporary Securities	  	 	8	  
		 	 	SECTION 2.12.	  	  	Cancellation	  	 	8	  
		 	 	SECTION 2.13.	  	  	Defaulted Interest	  	 	9	  
		 	 	SECTION 2.14.	  	  	CUSIP Numbers	  	 	9	  
			
	 ARTICLE THREE
	   
	  	REDEMPTION	  	 	9	  
				
		 	 	SECTION 3.01.	  	  	Company’s Option to Redeem	  	 	9	  
		 	 	SECTION 3.02.	  	  	Notices to Trustee	  	 	9	  
		 	 	SECTION 3.03.	  	  	Selection of Securities to Be Redeemed	  	 	10	  
		 	 	SECTION 3.04.	  	  	Notice of Redemption at the Company’s Option	  	 	10	  
		 	 	SECTION 3.05.	  	  	Effect of Notice of Redemption	  	 	10	  
		 	 	SECTION 3.06.	  	  	Deposit of Redemption Price	  	 	11	  
		 	 	SECTION 3.07.	  	  	Holder’s Right to Require Redemption	  	 	11	  
		 	 	SECTION 3.08.	  	  	Procedure for Requiring Redemption	  	 	11	  
		 	 	SECTION 3.09.	  	  	Securities Redeemed in Part	  	 	11	  
			
	 ARTICLE FOUR
	   
	  	COVENANTS	  	 	12	  
				
		 	 	SECTION 4.01.	  	  	Payment of Securities	  	 	12	  
		 	 	SECTION 4.02.	  	  	Reporting	  	 	12	  
		 	 	SECTION 4.03.	  	  	Corporate Existence	  	 	12	  
		 	 	SECTION 4.04.	  	  	Compliance Certificate	  	 	12	  
		 	 	SECTION 4.05.	  	  	Further Instruments and Acts	  	 	12	  
			
	 ARTICLE FIVE
	   
	  	SUCCESSOR CORPORATION	  	 	13	  
				
		 	 	SECTION 5.01.	  	  	Company May Consolidate, etc., Only on Certain Terms	  	 	13	  


  
 i 









											
		 	 	SECTION 5.02.	  	  	Successor Corporation Substituted	  	 	13	  
			
	 ARTICLE SIX
	   
	  	DEFAULTS AND REMEDIES	  	 	13	  
				
		 	 	SECTION 6.01.	  	  	Events of Default	  	 	13	  
		 	 	SECTION 6.02.	  	  	Acceleration	  	 	15	  
		 	 	SECTION 6.03.	  	  	Other Remedies	  	 	15	  
		 	 	SECTION 6.04.	  	  	Waiver of Existing Defaults	  	 	15	  
		 	 	SECTION 6.05.	  	  	Control by Majority	  	 	16	  
		 	 	SECTION 6.06.	  	  	Payments of Securities on Default; Suit Therefor	  	 	16	  
		 	 	SECTION 6.07.	  	  	Limitation on Suits	  	 	16	  
		 	 	SECTION 6.08.	  	  	Rights of Holders to Receive Payment and to Demand Conversion	  	 	17	  
		 	 	SECTION 6.09.	  	  	Collection Suit by Trustee	  	 	17	  
		 	 	SECTION 6.10.	  	  	Trustee May File Proofs of Claim	  	 	17	  
		 	 	SECTION 6.11.	  	  	Restoration of Positions	  	 	17	  
		 	 	SECTION 6.12.	  	  	Priorities	  	 	17	  
		 	 	SECTION 6.13.	  	  	Undertaking for Costs	  	 	18	  
		 	 	SECTION 6.14.	  	  	Stay, Extension or Usury Laws	  	 	18	  
		 	 	SECTION 6.15.	  	  	Liability of Stockholders, Officers, Directors and Incorporators	  	 	18	  
			
	 ARTICLE SEVEN
	   
	  	TRUSTEE	  	 	19	  
				
		 	 	SECTION 7.01.	  	  	Duties of Trustee	  	 	19	  
		 	 	SECTION 7.02.	  	  	Rights of Trustee	  	 	20	  
		 	 	SECTION 7.03.	  	  	Individual Rights of Trustee	  	 	22	  
		 	 	SECTION 7.04.	  	  	Trustee’s Disclaimer	  	 	22	  
		 	 	SECTION 7.05.	  	  	Notice of Defaults	  	 	22	  
		 	 	SECTION 7.06.	  	  	Reports by Trustee	  	 	22	  
		 	 	SECTION 7.07.	  	  	Compensation and Indemnity	  	 	23	  
		 	 	SECTION 7.08.	  	  	Replacement of Trustee	  	 	23	  
		 	 	SECTION 7.09.	  	  	Successor Trustee by Merger, etc	  	 	24	  
		 	 	SECTION 7.10.	  	  	Eligibility; Disqualification	  	 	25	  
		 	 	SECTION 7.11.	  	  	Preferential Collection of Claims	  	 	25	  
			
	 ARTICLE EIGHT
	   
	  	DISCHARGE OF INDENTURE	  	 	25	  
				
		 	 	SECTION 8.01.	  	  	Termination of the Company’s Obligations	  	 	25	  
		 	 	SECTION 8.02.	  	  	Application of Trust Money	  	 	26	  
		 	 	SECTION 8.03.	  	  	Repayment to the Company	  	 	26	  
		 	 	SECTION 8.04.	  	  	Deposited Money and U.S. Government Obligations to Be Held in Trust	  	 	26	  
			
	 ARTICLE NINE
	   
	  	AMENDMENTS, SUPPLEMENTS AND WAIVERS	  	 	26	  
				
		 	 	SECTION 9.01.	  	  	Without Consent of Holders	  	 	26	  
		 	 	SECTION 9.02.	  	  	With Consent of Holders	  	 	27	  
		 	 	SECTION 9.03.	  	  	Compliance with Trust Indenture Act	  	 	28	  
		 	 	SECTION 9.04.	  	  	Revocation and Effect of Consents	  	 	28	  
		 	 	SECTION 9.05.	  	  	Notation on or Exchange of Securities	  	 	29	  


  
 ii 









											
		 	 	SECTION 9.06.	  	  	Trustee to Sign Amendments, etc	  	 	29	  
			
	 ARTICLE TEN
	   
	  	CONVERSION OR EXCHANGE OF SECURITIES	  	 	29	  
				
		 	 	SECTION 10.01.	  	  	Provisions Relating to Conversion or Exchange of Securities	  	 	29	  
			
	 ARTICLE ELEVEN
	    
	  	SINKING OR PURCHASE FUNDS	  	 	29	  
				
		 	 	SECTION 11.01.	  	  	Provisions Relating to Sinking or Purchase Funds	  	 	29	  
			
	 ARTICLE TWELVE
	   
	  	MISCELLANEOUS	  	 	30	  
				
		 	 	SECTION 12.01.	  	  	Trust Indenture Act Controls	  	 	30	  
		 	 	SECTION 12.02.	  	  	Supplemental Indentures Contract	  	 	30	  
		 	 	SECTION 12.03.	  	  	Notices	  	 	30	  
		 	 	SECTION 12.04.	  	  	Communication by Holders with Other Holders	  	 	31	  
		 	 	SECTION 12.05.	  	  	Certificate and Opinion as to Conditions Precedent	  	 	31	  
		 	 	SECTION 12.06.	  	  	When Treasury Securities Disregarded	  	 	32	  
		 	 	SECTION 12.07.	  	  	Rules by Trustee, Paying Agent, Registrar	  	 	33	  
		 	 	SECTION 12.08.	  	  	Legal Holidays	  	 	33	  
		 	 	SECTION 12.09.	  	  	Governing Law and Submission to Jurisdiction	  	 	33	  
		 	 	SECTION 12.10.	  	  	Actions by the Company	  	 	33	  
		 	 	SECTION 12.11.	  	  	No Adverse Interpretation of Other Agreements	  	 	33	  
		 	 	SECTION 12.12.	  	  	Successors	  	 	33	  
		 	 	SECTION 12.13.	  	  	Duplicate Originals	  	 	33	  
		 	 	SECTION 12.14.	  	  	Table of Contents, Headings, etc	  	 	34	  
		 	 	SECTION 12.15.	  	  	Authenticating Agent	  	 	34	  
		 	 	SECTION 12.16.	  	  	Execution in Counterparts	  	 	35	  
		 	 	SECTION 12.17.	  	  	Severability	  	 	35	  
		 	 	SECTION 12.18.	  	  	Waiver of Jury Trial	  	 	35	  
		 	 	SECTION 12.19.	  	  	Force Majeure	  	 	35	  


  
 iii 








 INDENTURE, dated as of [    ] between Clovis Oncology, Inc. (the “Company”), a
Delaware corporation having its principal office at 5500 Flatiron Parkway, Suite 100, Boulder, Colorado 80301, and [    ] (the “Trustee”). Each party agrees as follows for the benefit of each other party and for the
equal and ratable benefit of the Holders of the Company’s debentures, notes or other evidences of unsecured indebtedness to be issued in one or more series (“Securities”): 

ARTICLE ONE 
 DEFINITIONS AND
INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions. 

“Bankruptcy Law” has the meaning provided in Section 6.01. 

“Board Resolution” means a resolution by the Board of Directors of the Company certified by its Secretary or an Assistant Secretary
as being duly adopted and in full force and effect. 
 “Business Day” means any day other than a Saturday, a Sunday or a day on
which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. 
 “Capital
Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity. 

“Common Stock” means the common stock, par value $.001 per share, of the Company, as that stock may be reconstituted from time to
time. 
 “Company” means the Person named as such in this Indenture until a successor replaces it and after that means the
successor. 
 “Company Order” means a written order of the Company, signed by (a) the Company’s Chief Executive Officer,
Chief Financial Officer, President or any Executive Vice President and (b) any such other Officer designated in clause (a) of this definition or the Company’s Treasurer or Assistant Treasurer or Secretary or any Assistant Secretary,
and delivered to the Trustee. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business is principally administered (which at the date of this Indenture is at the location set forth in the first paragraph of this Indenture), Attention: [ ], or such other address as the Trustee may designate from time to time by
notice to Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). 

“Corporation” includes corporations, associations, companies and business trusts. 

“Custodian” has the meaning provided in Section 6.01. 

  
 1 








 “Default” means any event that, upon the giving of notice or passage of time, or both,
would be an Event of Default. 
 “$” means the lawful currency of the United States. 

“Event of Default” has the meaning provided in Section 6.01. 

“Holder” or “Securityholder” means a Person in whose name a Security is registered on the Registrar’s books. 

“Indenture” means this Indenture as amended or supplemented from time to time and will include the form and terms of the Securities
of each series established as contemplated by Section 2.01. 
 “Interest Payment Date” means the date on which an installment
of interest on the Securities is due and payable. 
 “Maturity Date” means the date the principal of Securities is due and
payable. 
 “Officer” means, with respect to the Company, the President, the Chief Executive Officer, the Chief Financial Officer,
the Treasurer, the Secretary or any Executive Vice President. 
 “Officers’ Certificate” when used with respect to the
Company means a certificate signed by an Officer, and delivered to the Trustee. Each such certificate will comply with Section 314 of the TIA and include the statements described in Section 12.05. 

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, that
is delivered to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters set forth therein. Each such opinion will include the statements described in Section 12.05 if and to the extent required by that
Section. 
 “Paying Agent” has the meaning provided in Section 2.05. 

“Person” means any individual, corporation, partnership, joint venture, joint-stock company, trust, unincorporated organization or
government or any government agency or political subdivision. 
 “Registrar” has the meaning provided in Section 2.05. 

“SEC” means the Securities and Exchange Commission. 

“Securities” has the meaning set forth in the first paragraph of this Indenture. 

“Securities Act of 1933” means the Securities Act of 1933, as amended. 

“Securities Exchange Act of 1934” means the Securities Exchange Act of 1934, as amended. 

  
 2 








 “State” means any state of the United States or the District of Columbia. 

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

“Supplemental Indenture” means an indenture between the Company and the Trustee which supplements this Indenture. 

“TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date of this Indenture, except to the extent that the
Trust Indenture Act or any amendment thereto expressly provides for application of the Trust Indenture Act as in effect on another date. 

“Trustee” means the Person named as such in this Indenture and, subject to the provisions of Article 7, any successor to that
person. 
 “Trust Officer” means, when used with respect to the Trustee, any officer assigned to the corporate trust department of
the Trustee, who shall have direct responsibility for the administration of this Indenture, and for the purposes of Section 7.01(c)(2) and Section 7.05 shall also include any other officer of the Trustee to whom any corporate trust matter
is referred because of such officer’s knowledge of and familiarity with the particular subject. 
 “United States” means the
United States of America. 
 “U.S. Government Obligations” means: 

(1) direct obligations of the United States for the payment of which its full faith and credit is pledged; or 

(2) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States the
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States. 
 SECTION 1.02. Incorporation by
Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. In addition, the provisions of Sections 310 to and including 317 of the TIA
that impose duties on any person are incorporated by reference in, and form a part of, this Indenture. The following TIA terms mean the following when used in this Indenture: 

“Commission” means the SEC; 

“indenture securities” means the Securities; 

“indenture securityholder” means a Holder or Securityholder; 

  
 3 








 “indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the indenture securities means the Company. 

All other TIA terms used in this Indenture that are defined in the TIA, defined in the TIA by reference to another statute or defined by SEC
rule have the meanings assigned to them. 
 SECTION 1.03. Rules of Construction. Unless the context otherwise requires: 

 

	 	(1)	a term has the meaning assigned to it; 

  

	 	(2)	an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States; 


 

	 	(3)	“or” is not exclusive; 

  

	 	(4)	the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;


  

	 	(5)	words importing any gender include the other genders; 

  

	 	(6)	references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; 

  

	 	(7)	the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; and 


 

	 	(8)	words in the singular include the plural, and in the plural include the singular. 

 ARTICLE TWO

 THE SECURITIES 
 SECTION
2.01. Form and Dating. (a) The Securities of each series will be substantially in the form established by a Supplemental Indenture relating to the Securities of that series. The Securities may have notations, legends or endorsements required by
law, stock exchange rules or usage. The Company will approve the form of the Securities and any notation, legend or endorsement on them. Each Security will be dated the date of its authentication. 

(b) The Trustee’s certificate of authentication will be substantially in the form of Exhibit A. 

SECTION 2.02. Amount Unlimited; Issuable in Series. The aggregate principal amount of the Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more series. Prior to the issuance of Securities of a series, the Company and the Trustee will execute a Supplemental Indenture that will set forth as to the Securities of
that series, to the extent applicable: 
  

	 	(1)	the title of the Securities; 


  
 4 









	 	(2)	any limit upon the aggregate principal amount of Securities which may be issued; 

  

	 	(3)	the date or dates on which the Securities will mature and the amounts to be paid upon maturity of the Securities; 

  

	 	(4)	the rate or rates (which may be fixed or variable) at which the Securities will bear interest, if any, or contingent interest, if any, the dates from which interest will accrue, the dates on which interest will be
payable and the record date for the interest payable on any interest payment date; 

  

	 	(5)	the currency or currencies in which principal, premium, if any, and interest, if any, will be payable; 

  

	 	(6)	the place or places where principal of, premium, if any, and interest, if any, on the Securities will be payable; 

  

	 	(7)	any provisions regarding the right of the Company to redeem or repurchase Securities or of holders to require the Company to redeem or repurchase Securities; 


 

	 	(8)	whether the Securities are senior or subordinated debt securities, and if subordinated debt securities, the terms of such subordination; 


 

	 	(9)	the right, if any, of holders of the Securities to convert them into common stock or other securities of the Company, including any contingent conversion provisions and any provisions intended to prevent dilution of
those conversion rights; 

  

	 	(10)	any provisions by which the Company will be required or permitted to make payments to a sinking fund which will be used to redeem Securities or a purchase fund which will be used to purchase Securities;


  

	 	(11)	any index or formula used to determine the required payments of principal, premium, if any, or interest, if any; 

  

	 	(12)	the percentage of the principal amount of the Securities that is payable if maturity of the Securities is accelerated because of a default; 


 

	 	(13)	any special or modified events of default or covenants with respect to the Securities; 

  

	 	(14)	any other terms of the Securities, which may be different from the terms set forth in this Indenture. 


  
 5 








 SECTION 2.03. Denominations. Unless otherwise provided in the Supplemental Indenture relating to
a series of Securities, the Securities of each series will be issuable in registered form without coupons in denominations of $1,000 and multiples of $1,000. 

SECTION 2.04. Execution and Authentication. The Securities of each series shall be signed in the name and on behalf of the Company by the
manual or facsimile signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive Vice Presidents. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities. A Security will
not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature will be conclusive evidence that the Security has been authenticated under this Indenture. 

In case any Officer of the Company who shall have signed any of the Securities shall cease to be such Officer before the Securities so signed
shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such
Officer of the Company; and any Security may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Security, shall be the Officers of the Company, although at the date of the execution of this Indenture
any such Person was not such an Officer. 
 SECTION 2.05. Registrar and Paying Agent. The Company will maintain an office or agency where
Securities of each series may be presented for conversion, registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities of each series may be presented for payment (“Paying Agent”). The
Registrar will keep a register of the Securities of each series and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional
paying agent. 
 The Company will enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to
this Indenture that will incorporate the terms of the TIA. The agreement will implement the provisions of this Indenture that relate to that agent. The Company will notify the Trustee of the name and address of any such agent. If the Company fails
to maintain a Registrar or Paying Agent, the Trustee will act as such. The Company or any Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent. 

The Company initially appoints the Trustee to act as Registrar and Paying Agent in connection with the Securities of each series, except in
instances in which the Supplemental Indenture relating to a series of Securities appoints a different Registrar or Paying Agent. 
 SECTION
2.06. Paying Agent to Hold Money in Trust. Prior to each due date of the principal of, premium, if any, or interest, if any, on any Security, the Company will deposit with the Paying Agent a sum sufficient to pay that principal, premium or interest


  
 6 








 
when due. The Paying Agent will hold in trust for the benefit of the Holders of the Securities of a series, and if the Paying Agent is not the Trustee, in trust for the benefit of the Trustee,
all sums held by the Paying Agent for the payment of principal, premium or interest on the Securities of that series and, in the case of a Paying Agent other than the Trustee, the Paying Agent will give the Trustee notice of any default by the
Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it will segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent will have no further liability for the money. 

SECTION 2.07. Securityholder Lists. The Trustee will preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of the Holders of the Securities of each series. If the Trustee is not the Registrar, in accordance with Section 312(a) of the TIA, the Company will furnish to the Trustee in writing at least five Business Days
before each Interest Payment Date and at such other times as the Trustee may request in writing within 30 days after the receipt by the Company of any such request all information in the possession or control of the Company or its Paying Agent as to
the names and addresses of Holders of the Securities of a series. 
 SECTION 2.08. Transfer and Exchange. Unless otherwise provided in the
Supplemental Indenture relating to Securities of a series, Securities which are issued in registered form will be transferred only upon the surrender of the Securities for registration of transfer. When a Security is presented to the Registrar or a
co-registrar with a request to register a transfer, the Registrar will register the transfer as requested if the requirements of Article 8 of the New York Uniform Commercial Code are met. When Securities are presented to the Registrar or a
co-registrar with a request to exchange them for an equal principal amount of Securities of the same series of other denominations, the Registrar will make the exchange as requested if the same requirements are met. To permit registration of
transfers and exchanges, the Company will execute and the Trustee will authenticate Securities at the Registrar’s or co-registrar’s request. The Company will not charge a fee for transfers or exchanges, but the Company may require payment
from the applicable Securityholder of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange
of the Securities, other than exchanges pursuant to Sections 2.11, 3.09, 9.05 not involving any transfer. 
 The Company will not be
required to make, and the Registrar need not register, transfers or exchanges of (i) Securities selected for redemption (except, in the case of Securities to be redeemed in part, transfers or exchanges of the portion of the Securities not to be
redeemed) or (ii) any Securities of a series for a period of 15 days before the first mailing of a notice of the Securities of that series which are to be redeemed. 

Prior to the due presentation for registration or transfer of any Security which was issued in registered form, the Company, the Trustee, the
Paying Agent, any authenticating agent, the Registrar or any co-registrar may deem and treat the person in whose name the Security is registered as the absolute owner of the Security for all purposes, and none of the Company, the Trustee, the Paying
Agent, the Registrar or any co-registrar will be affected by notice to the contrary. 

  
 7 








 SECTION 2.09. Replacement Securities. If a mutilated Security which had been issued in registered
form is surrendered to the Registrar or if the Holder presents evidence to the satisfaction of the Company and the Trustee that a Security which had been issued in registered form has been lost or destroyed, the Company will issue and the Trustee or
an authenticating agent appointed by the Trustee will authenticate a replacement Security of the same series if the requirements of Section 8-405 of the New York Uniform Commercial Code are met and the Holder satisfies any other reasonable
requirements of the Trustee. If required by the Trustee or the Company, the replacement Security will not be issued until the Holder furnishes an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the
Trustee, and if applicable, the authenticating agent, the Paying Agent and the Registrar or any co-registrar from any loss which any of them may suffer if the Security is replaced. The Company may charge the Holder for its expenses in replacing a
Security. 
 Every replacement Security will be an obligation of the Company, even if the replaced Security is subsequently found. 

SECTION 2.10. Outstanding Securities. The Securities outstanding at any time will be all the Securities authenticated by the Trustee, except
those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company or its affiliate holds the Security. 

If a Security is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a protected purchaser (in which case the replaced Security will be treated as outstanding to the extent permitted by Section 8-210 of the New York Uniform Commercial Code). 

If the Paying Agent (other than the Company or a Subsidiary) segregates and holds in trust, in accordance with this Indenture, on a redemption
date or Maturity Date money sufficient to pay all principal, premium, if any, and interest, if any, payable on that date with respect to the Securities to be redeemed or maturing, as the case may be, then on that date those Securities will cease to
be outstanding and interest on them will cease to accrue. 
 SECTION 2.11. Temporary Securities. Until definitive Securities of a series are
ready for delivery, the Company may prepare and the Trustee or an authenticating agent appointed by the Trustee will authenticate temporary Securities of that series. Temporary Securities will be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company will prepare and the Trustee or an authenticating agent appointed by the Trustee will authenticate definitive Securities
and deliver them in exchange for temporary Securities. 
 SECTION 2.12. Cancellation. The Company at any time may deliver Securities of a
series to the Trustee for cancellation and the Trustee will reduce accordingly the aggregate amount of the Securities of that series which are outstanding. The Registrar and the Paying Agent will forward to the Trustee any Securities surrendered to
them for registration of transfer, exchange, payment, or conversion. 

  
 8 








 
The Trustee and no one else will cancel and dispose of all Securities surrendered for registration of transfer, exchange, payment, conversion or cancellation in accordance with its procedures for
the disposition of cancelled securities and deliver certificates of such disposition to the Company unless the Company directs the Trustee to deliver the cancelled Securities to the Company. Subject to Section 2.09, the Company may not issue
new Securities of a series to replace Securities of the series it has redeemed, paid, converted or delivered to the Trustee for cancellation. 

SECTION 2.13. Defaulted Interest. If the Company defaults in a payment of interest on the Securities of a series, it will pay defaulted
interest (plus interest on such defaulted interest to the extent lawful) to the persons who are Holders of the Securities of that series on a subsequent special record date, which date will be at least five Business Days prior to the payment date.
The Company will fix the special record date and payment date, and, at least 15 days before the special record date, the Company will mail to each Holder of Securities of that series a notice that states the special record date, the payment date and
the amount of defaulted interest and any interest on that defaulted interest which is to be paid. Notwithstanding the foregoing, the Company may pay defaulted interest in any other lawful manner. 

SECTION 2.14. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP,” “ISIN” or other similar numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP,” “ISIN” or other similar numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP,” “ISIN” or other similar numbers. 

ARTICLE THREE 
 REDEMPTION 

SECTION 3.01. Company’s Option to Redeem. The Company will have the option to redeem Securities of a series only to the extent, if any,
and only on the terms, set forth in the Supplemental Indenture relating to the Securities of that series. If the Company has the option to redeem Securities of a series, unless otherwise provided in the Supplemental Indenture relating to the series,
the terms of the redemption will include those set forth in Sections 3.02 through 3.06 and 3.08. 
 SECTION 3.02. Notices to Trustee. If the
Company elects to redeem Securities of a series, it will notify the Trustee of the redemption date and the principal amount and series of Securities to be redeemed. The Company will give each notice provided for in this Section not less than 35 days
before the redemption date (or such shorter period of time as may be acceptable to the Trustee). If fewer than all the Securities of a series are to be redeemed, the record date for determining which Securities of the series are to be redeemed will
be selected by the Company, which will give notice of the record date to the Trustee at least 15 days before the record date. 

  
 9 








 SECTION 3.03. Selection of Securities to Be Redeemed. If fewer than all the Securities of a
series are to be redeemed at the Company’s option, the Trustee will select the Securities of that series to be redeemed by lot or, in its sole discretion, pro-rata. The Trustee will make the selection from outstanding Securities of that series
not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than the minimum denomination in which Securities of the applicable series may be issued. Securities
and portions of Securities the Trustee selects will be in amounts equal to the minimum denomination in which Securities of the applicable series may be issued and multiples of that amount. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption. The Trustee will notify the Company promptly of the Securities or portions of Securities to be redeemed. 

SECTION 3.04. Notice of Redemption at the Company’s Option. At least 30 days and not more than 60 days before a date set for redemption
at the Company’s option, the Company will mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed in whole or in part. The notice will identify the principal amount and series of each Security to be redeemed
and will state: 
  

	 	(1)	the redemption date; 

  

	 	(2)	the redemption price plus accrued interest, if any; 

  

	 	(3)	the name and address of the Paying Agent; 

  

	 	(4)	that Securities called for redemption in whole or in part must be surrendered to the Paying Agent to collect the redemption price plus accrued interest, if any; 


 

	 	(5)	that, unless the Company defaults in making the redemption payment, interest on Securities (or portions of Securities) called for redemption will cease to accrue on the redemption date and, if applicable, that those
Securities (or the portions of then called for redemption) will cease on the redemption date (or such other date as is provided in the Supplemental Indenture relating to the Securities) to be convertible into, or exchangeable for, other securities
or assets; 

  

	 	(6)	if applicable, the current conversion or exchange price; and 

  

	 	(7)	the CUSIP, ISIN or other similar numbers, if any, assigned to such Securities. 

 At the
Company’s request delivered at least five (5) days prior to the date such notice of redemption is to be given (unless a shorter period shall be acceptable to the Trustee), the Trustee will give the notice of redemption in the
Company’s name and at the Company’s expense. In such event, the Company will provide the Trustee with the information required by clauses (1) through (3), (6) and (7). 

SECTION 3.05. Effect of Notice of Redemption. Once notice of redemption is mailed, Securities, or portions of Securities called for redemption
will become due and payable on the redemption date and at the redemption price. 

  
 10 








 
Upon surrender to the Paying Agent, those Securities will be paid at the redemption price, plus accrued and unpaid interest to the redemption date. On and after the date fixed for redemption
(unless the Company defaults in the payment of the redemption price, together with interest accrued to the redemption date) interest on the Securities, or portions of them, which are redeemed will cease to accrue and any right to convert those
Securities into, or exchange them for, other securities or assets will terminate and those Securities will cease to be convertible or exchangeable. Failure to give notice or any defect in the notice to any Holder will not affect the validity of the
notice to any other Holder. 
 SECTION 3.06. Deposit of Redemption Price. No later than the Business Day prior to the redemption date
specified in a notice of redemption, the Company will deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, segregate and hold in trust) money sufficient to redeem on the redemption date all the Securities called for
redemption on that redemption date at the appropriate redemption price, together with accrued interest to the redemption date, other than Securities or portions of Securities called for redemption which have been delivered by the Company to the
Trustee for cancellation or Securities which have been surrendered for conversion or exchange. If any Securities called for redemption are converted or exchanged, any money deposited with the Paying Agent for redemption of those Securities will be
paid to the Company upon its request, or, if the money is held in trust by the Company or a Subsidiary as Paying Agent, the money will be discharged from the trust. 

SECTION 3.07. Holder’s Right to Require Redemption. Holders of Securities of a series will have the right to require the Company to
redeem those Securities only to the extent, and only on the terms, set forth in the Supplemental Indenture relating to the Securities of that series. If Holders of Securities of a series have the right to require the Company to redeem those
Securities, unless otherwise provided in the Supplemental Indenture relating to the Securities of that series, the terms of the redemption will include those set forth in Section 3.08. 

SECTION 3.08. Procedure for Requiring Redemption. If a Holder has the right to require the Company to redeem Securities, to exercise that
right, the Holder must deliver the Securities to the Paying Agent, endorsed for transfer and with the form on the reverse side entitled “Option to Require Redemption” completed. Delivery of Securities to the Paying Agent as provided in
this Section will constitute an irrevocable election to cause the specified principal amount of Securities to be redeemed. When Securities are delivered to the Paying Agent as provided in this Section, unless the Company fails to make the payments
due as a result of the redemption within 20 days after the Securities are delivered to the Paying Agent as provided in this Section interest on the Securities will cease to accrue and, if the Securities are convertible or exchangeable, the
Holder’s right to convert or exchange the Securities will terminate. 
 The Company’s determination of all questions regarding the
validity, eligibility (including time of receipt) and acceptance of any Security for redemption will be final and binding. 
 SECTION 3.09.
Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company will execute and the Trustee will authenticate and deliver to the Holder (at the Company’s expense) a new Security equal of the same series in
principal amount equal to the unredeemed portion of the Security which was surrendered. 

  
 11 








 ARTICLE FOUR 

COVENANTS 
 SECTION 4.01. Payment
of Securities. The Company will promptly pay or cause to be paid the principal of, premium, if any, and interest, if any, on each of the Securities of a series at the places and time and in the manner provided in the Securities and in the
Supplemental Indenture relating to the series. An installment of principal, premium or interest will be considered paid on the date it is due if the Trustee or Paying Agent holds on that date in accordance with this Indenture or the applicable
Supplemental Indenture money designated for and sufficient to pay the installment then due. 
 The Company will pay or cause to be paid
interest on overdue principal at the rate specified in the Securities; it will also pay interest on overdue installments of interest at the same rate (or such other rate as is provided in the applicable Supplemental Indenture), to the extent lawful.

 SECTION 4.02. Reporting. The Company will file with the Trustee within 15 days after filing with the SEC, copies of its annual reports
and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”). Any such document or report that the Company files with the Commission via the Commission’s EDGAR system shall be deemed to be filed with the Trustee for purposes of this
Section 4.02 at the time such documents are filed via the EDGAR system. 
 Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). 

SECTION 4.03. Corporate Existence. Subject to Article 5, the Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence. 
 SECTION 4.04. Compliance Certificate. The Company will deliver to the Trustee within 120
days after the end of each year an Officer’s Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any default by the Company and whether or not
the signers know of any default that occurred during such year. If they do, the certificate will describe the default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also will comply with TIA
Section 314(a)(4). 
 SECTION 4.05. 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 purpose of this Indenture. 

  
 12 








 ARTICLE FIVE 

SUCCESSOR CORPORATION 
 SECTION
5.01. Company May Consolidate, etc., Only on Certain Terms. The Company will not consolidate with or merge into any other corporation or convey, transfer or lease all or substantially all of its properties and assets to another Person, unless: 

 

	 	(1)	the corporation formed by the consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an
entirety will be a corporation organized and existing under the laws of the United States of America, a State of the United States of America or the District of Columbia and expressly assumes, by one or more supplemental indentures, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Securities of each series and the performance of every covenant of this Indenture and
of all Supplemental Indentures to be performed or observed by the Company; 

  

	 	(2)	with regard to each series of Securities, immediately after giving effect to the transaction, no Event of Default with respect to that series of Securities, and no event which, after notice or lapse of time or both,
would become an Event of Default with respect to that series of Securities, will have occurred and be continuing; and 

  

	 	(3)	the Company has delivered to the Trustee an Officers’ Certificate, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or the supplemental indentures together)
comply with this Article and that all the conditions precedent relating to the transaction set forth in this Section have been fulfilled. 


SECTION 5.02. Successor Corporation Substituted. Upon any event described in Section 5.01, the successor corporation will succeed to, and
be substituted for, and may exercise every right and power of, the Company under this Indenture and all the Supplemental Indentures relating to outstanding series of Securities, and the predecessor corporation will be relieved of all obligations and
covenants under this Indenture and each of those Supplemental Indentures. 
 ARTICLE SIX 

DEFAULTS AND REMEDIES 
 SECTION
6.01. Events of Default. An “Event of Default” occurs if: 
  

	 	(1)	The Company defaults in the payment of interest on any Security of any series when it becomes due and payable and the default continues for a period of 30 days (or such other period, which may be no period) as is
specified in the Supplemental Indenture relating to the series; 


  
 13 









	 	(2)	The Company defaults in the payment of the principal of, or premium, if any, on any Security of any series as and when it becomes due and payable at its stated maturity or upon redemption, acceleration or otherwise and,
if provided in the Supplemental Indenture relating to a series, the default continues for a period specified in the Supplemental Indenture; 

  

	 	(3)	The Company fails to comply with any of its other covenants or agreements with regard to Securities of a series or this Indenture (other than a covenant or agreement, a default in whose performance or whose breach is
dealt with specifically elsewhere in this Section) and that failure continues for a period of 90 days after the date of the notice specified below; 

  

	 	(4)	the Company, pursuant to any Bankruptcy Law applicable to the Company: 

  

	 	(A)	commences a voluntary case; 

  

	 	(B)	consents to the entry of an order for relief against it in an involuntary case; 

  

	 	(C)	consents to the appointment of a Custodian of it or for any substantial part of its property; or 

  

	 	(D)	makes a general assignment for the benefit of its creditors; or 

  

	 	(5)	a court of competent jurisdiction enters an order or decree under any applicable Bankruptcy Law: 

  

	 	(A)	for relief in an involuntary case; 

  

	 	(B)	appointing a Custodian of the Company or for any substantial part of its property; or 

  

	 	(C)	ordering its winding up or liquidation; and the order or decree remains unstayed and in effect for 90 days. 


Each of the occurrences described in clauses (1) through (5) will constitute an Event of Default whatever the reason for the
occurrence and whether it is voluntary or involuntary or is 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. 

The term “Bankruptcy Law” means Title 11 of the United States Code or any similar United States Federal or State law for the relief
of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

A Default under clause (3) of this Section is not an Event of Default until the Trustee notifies the Company, or the Holders of at least
25% in principal amount of the then outstanding Securities of a series with regard to which the Company has failed to comply with a covenant or agreement notify the Company and the Trustee, of the Default and the Company does not cure the Default
within 90 days after the giving of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” 

  
 14 








 A Default under clause (1), (2) or (3) with regard to Securities of a series will not
constitute a Default with regard to Securities of any other series except to the extent, if any, provided in the Supplemental Indenture relating to the other series. 

SECTION 6.02. Acceleration. If an Event of Default as to the Securities of a series occurs and is continuing, unless the principal of all of
the Securities of the series has already become due and payable, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities of the series then outstanding by notice to the Company and the
Trustee, may declare the principal of and accrued interest, if any, on all the Securities of the series to be due and payable. Upon such a declaration, that principal and interest will be due and payable immediately. If an Event of Default specified
in Section 6.01(4) or (5) occurs, the principal of, premium, if any, and accrued interest, if any, on all the Securities will automatically become and be immediately due and payable without any declaration or other act on the part of the
Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities of a series then outstanding, on behalf of the Holders of all the Securities of the series, by notice to the Trustee may rescind an acceleration and its
consequences if all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest, if any, that has become due solely because of acceleration, and if the rescission would not conflict with any
judgment or decree. No such rescission will affect any subsequent default or impair any consequent right. 
 SECTION 6.03. Other Remedies.
If an Event of Default as to a series occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium, if any, and interest, if any, on the Securities of the series or to enforce the performance
of any provision under this Indenture or any applicable Supplemental Indenture. 
 The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default will not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 

SECTION 6.04. Waiver of Existing Defaults. The Holders of a majority in aggregate principal amount of the Securities of a series then
outstanding, on behalf of the Holders of all the Securities of that series, by notice to the Trustee may consent to the waiver of any past Default with regard to Securities of the series and its consequences except (i) a default in the payment
of interest or premium, if any, on, or the principal of, Securities of the series, or (ii) a default in respect of a covenant or a provision that under Section 9.02 cannot be modified or amended without the consent of the Holders of all
Securities of the series then outstanding. The defaults described in clauses (i) and (ii) in the previous sentence may be waived with the consent of the Holders of all Securities of the series then outstanding. When a Default or Event of
Default is waived, it is deemed cured and not continuing, but no waiver will extend to any subsequent or other Default or impair any consequent right. 

  
 15 








 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the
Securities of a series then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with regard to the Securities of that series or of exercising any trust or power conferred on the
Trustee with regard to the Securities of that series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights
of other Securityholders or that would involve the Trustee in personal liability provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action as a
result of a direction given under this Section, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking that action. 

SECTION 6.06. Payments of Securities on Default; Suit Therefor. The Company covenants that upon the occurrence of an Event of Default
described in Section 6.01(1) or (2), then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities in all series, the whole amount that will then have become due and payable on all such
Securities for principal, premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) on the overdue installments of interest at the
rate borne by the Securities in all series; and, in addition, such further amount as will be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and any
expenses or liabilities incurred by the Trustee hereunder other than through its gross negligence or willful misconduct. Until such demand by the Trustee, the Company may pay the principal of and premium, if any, and interest on the Securities of
all series to the registered Holders, whether or not the Securities in that series are overdue. 
 SECTION 6.07. Limitation on Suits. A
Securityholder may not pursue any remedy with respect to this Indenture, unless: 
  

	 	(1)	the Holder gives to the Trustee written notice stating that an Event of Default as to a series is continuing; 

  

	 	(2)	the Holders of at least 25% in principal amount of the Securities of the series then outstanding make a written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder;


  

	 	(3)	such Holder or Holders offer to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense; 


 

	 	(4)	the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity, and the Event of Default has not been waived; and 


 

	 	(5)	the Trustee has received no contrary direction from the Holders of a majority in principal amount of the Securities of the series then outstanding during such 60-day period. 


  
 16 








 A Securityholder may not use this Indenture to prejudice the rights of another Holder of the same
series of Securities or to obtain a preference or priority over another Holder of the same series of Securities. 
 SECTION 6.08. Rights of
Holders to Receive Payment and to Demand Conversion. Notwithstanding any other provision of this Indenture, the right of any Holder of a Security of any series to receive payment of principal of, premium, if any, and interest, if any, on the
Security (and interest on overdue principal and interest on overdue installments of interest, if any, as provided in Section 4.01), on or after the respective due dates expressed in the Security or, in the case of redemption, on or after the
redemption date, or in the case of conversion or exchange, to receive the security issuable upon conversion or exchange or to institute suit for the enforcement of any such payment, conversion or exchange on or after the applicable due date,
redemption date or conversion or exchange date, as the case may be, against the Company, will not be impaired or affected without the consent of the Holder. 

SECTION 6.09. Collection Suit by Trustee. If an Event of Default in payment of principal, premium, if any, or interest, if any, specified in
clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal, premium, if any, and interest
remaining unpaid (together with interest on that unpaid interest to the extent lawful) and the amounts provided for in Section 7.07. 

SECTION 6.10. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders of the Securities of any or all series allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the
Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel,
and any other amounts due the Trustee under Section 7.07. 
 SECTION 6.11. Restoration of Positions. If a judicial proceeding by the
Trustee or a Securityholder to enforce any right or remedy under this Indenture or any Supplemental Indenture is dismissed or decided favorably to the Company, except as otherwise provided in the judicial proceeding, the Company, the Trustee and the
Securityholders will be restored to the positions they would have been in if the judicial proceeding had not been instituted. 
 SECTION
6.12. Priorities. If the Trustee collects any money pursuant to this Article 6 with respect to Securities of a series, subject to Article 11, or, after an Event of Default set forth in Section 6.01(4) or (5), any money or other property
distributable in respect of the Company’s obligations under this Indenture, it will pay out the money or property in the following order: 
  

	 	FIRST:	to the Trustee (including any predecessor trustee) for amounts due under Section 7.07; 


  
 17 









	 	SECOND:	to Securityholders for amounts due and unpaid on the Securities of the series for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities
of the series for principal and interest, respectively; and 

  

	 	THIRD:	to the Company. 

 The Trustee may fix a record date and payment date for any payment to Holders
of Securities of a series pursuant to this Section. At least 15 days before the record date, the Company will mail to each Holder of Securities of the series and the Trustee a notice that states the record date, the payment date and the amount to be
paid. 
 SECTION 6.13. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or any
Supplemental Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses (whether incurred before trial, at trial or on appeal or in any bankruptcy, arbitration or other administrative proceeding), against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.13 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a
suit by Holders of in aggregate more than 10% in principal amount of the Securities of a series then outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, premium, if any, or interest on any
Security held by that Holder on or after the due date provided in the Security or to any suit for the enforcement of the right to convert or exchange any Security in accordance with the provisions of a Supplemental Indenture applicable to that
Security. 
 SECTION 6.14. Stay, Extension or Usury Laws. The Company agrees (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, any stay or extension law or any usury or other law, wherever enacted, now or at any
subsequent time in force, which would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, and/or interest on any of the Securities as contemplated in this Indenture or a Supplemental Indenture, or
which may affect the covenants or performance of this Indenture, and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and agrees that it will not hinder, delay or impede the
execution of any power granted to the Trustee in this Indenture or any Supplemental Indenture, but (to the extent that it may lawfully do so) will suffer and permit the execution of any such power as though no such law had been enacted. 

SECTION 6.15. Liability of Stockholders, Officers, Directors and Incorporators. No stockholder, officer, director or incorporator, as such,
past, present or future, of the Company, or any of its successor corporations, will have any personal liability in respect of the Company’s obligations under this Indenture or any Securities by reason of his or its status as such stockholder,
officer, director or incorporator; provided, however, that nothing in this Indenture or in the Securities will prevent recourse to and enforcement of the liability of any stockholder or subscriber to Capital Stock which have not been fully paid up.


  
 18 








 ARTICLE SEVEN 

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

(b) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred: 

(i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall
not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii) in the absence of bad faith, willful misconduct or gross negligence on the part of the Trustee, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions
that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of any mathematical calculations or other facts stated therein). 
 (c) the Trustee shall not be liable for any
error of judgment made in good faith by a Trust Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 

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

  
 19 








 (e) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee is subject to the provisions of this Section 7.01 and to the provisions of the TIA; 
 (f) the
Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any Registrar
with respect to the Securities; 
 (g) if any party fails to deliver a notice relating to an event the fact of which, pursuant to this
Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Trust Officer had actual knowledge of such event; 

(h) in the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non-interest
bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or
the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any
amounts held hereunder in the absence of such written investment direction from the Company; and 
 (i) in the event that the Trustee is
also acting as Custodian, Registrar, Paying Agent, or transfer agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such Custodian, Note Registrar, Paying Agent, or transfer agent.

 None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. 
 SECTION 7.02. Rights of
Trustee. Except as otherwise provided in Section 7.01: 
 (a) The Trustee may conclusively rely and shall be fully protected in acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper
party or parties. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate which conforms to
Section 12.05. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such an Officer’s Certificate. 

(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 

  
 20 








 (d) The Trustee will not be liable for any action it takes, suffers or omits to take in good
faith which it believes to be authorized or within its rights or powers, except conduct which constitutes willful misconduct or gross negligence. 

(e) The Trustee may consult with counsel of its selection and any advice of such counsel shall be full and complete authorization and
protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. 

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company for any reasonable
expenses incurred and shall incur no liability of any kind by reason of such inquiry or investigation. 
 (g) Any request or direction of
the Company mentioned herein shall be sufficiently evidenced by a Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. 

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

(i) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction. 
 (j) In no event shall the Trustee be responsible or liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(k) The Trustee shall not be deemed to have notice of any Default or Event of Default except any Default or Event of Default occurring
pursuant to clause (1) or (2) of Section 6.01 if, at the time of the occurrence of such Default or Event of Default, the Trustee is the Paying Agent, unless a Trust Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default shall have been given to a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee. 

  
 21 








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

(m) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously
delivered and not superseded. 
 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or any of its affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11. 
 SECTION 7.04. Trustee’s Disclaimer. The Trustee (i) is
not responsible for and makes no representation as to the validity, sufficiency or adequacy of this Indenture or any Securities, (ii) will not be responsible for and will not make any representation as to the validity, sufficiency or adequacy
of any Supplemental Indenture, (iii) will not be accountable for the Company’s use of the proceeds from the Securities of any series, and (iv) will not be responsible for any recital or statement of the Company in this Indenture any
Supplemental Indenture or any Securities, other than the Trustee’s certificate of authentication, or in any prospectus used in the sale of any of the Securities, other than statements, if any, provided in writing or approved by the Trustee for
use in such a prospectus. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture.

SECTION 7.05. Notice of Defaults. The Trustee will give to the Holders of the Securities of a series notice of any Default with regard to the
Securities of that series known to the Trustee, within 90 days after it occurs; provided, that, except in the case of a Default in the payment of the principal of, or premium, if any, or interest on any Security, the Trustee will be protected in
withholding notice of the Default if and so long as a committee of its Trust Officers in good faith determines that the withholding of the notice is in the interests of the Holders of the Securities of the series. 

SECTION 7.06. Reports by Trustee. Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture,
the Trustee will mail to each Securityholder, at the name and address which appears on the registration books of the Company, and to each Securityholder who has, within the two years preceding the mailing, filed that person’s name and address
with the Trustee for that purpose and each Securityholder whose name and address have been furnished to the Trustee pursuant to Section 2.07, a brief report dated as of that May 15 which complies with TIA Section 313(a). The Trustee
also will comply with TIA Section 313(b). 
 A copy of each report will at the time of its mailing to Securityholders be filed with
each stock exchange on which Securities are listed and also with the SEC. The Company will promptly notify the Trustee when the Securities of any series are listed on any stock exchange and of any delisting of Securities of any series. 

  
 22 








 SECTION 7.07. Compensation and Indemnity. The Company will pay to the Trustee from time to time
such compensation for its services as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse
the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Those expenses will include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company will indemnify the Trustee and its agents against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses)
incurred by it in connection with the administration of the trust created by this Indenture or any Supplemental Indenture and the performance of its duties under this Indenture or any Supplemental Indenture, including the costs and expenses of
defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the
provisions of this Section. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations under this Section. The Company
will defend the claim and the Trustee may have separate counsel and the Company will pay the fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. The Company need not reimburse any expense or
indemnify against any loss, expense or liability incurred by the Trustee to the extent it is due to the Trustee’s own willful misconduct or gross negligence. 

To secure the Company’s obligation to make payments to the Trustee under this Section 7.07, the Trustee will have a lien prior to
the Securities on all money or property held or collected by the Trustee, other than money or property held in trust to pay principal or interest on particular Securities. Those obligations of the Company will survive the satisfaction and discharge
of this Indenture, the termination for any reason of this Indenture and the resignation or removal of the Trustee. 
 When the Trustee
incurs expenses or renders services after an Event of Default specified in clause (4) or (5) of Section 6.01 occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services of
the Trustee are intended to constitute expenses of administration under any Bankruptcy Law. 
 For purposes of this Section 7.07,
“Trustee” will include any predecessor Trustee, but the willful misconduct, negligence or bad faith of any Trustee will not affect the rights of any other Trustee under this Section 7.07. 

SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by giving written notice of such resignation to the Company. The
Holders of a majority in aggregate principal amount of the Securities of all series then outstanding may remove the Trustee by so notifying the Trustee and the Company and may appoint a successor Trustee. The Company may remove the Trustee if: 

 

	 	(1)	the Trustee fails to comply with Section 7.10; 


  
 23 









	 	(2)	the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 


 

	 	(3)	a receiver or other public officer takes charge of the Trustee or its property; or 

  

	 	(4)	the Trustee becomes incapable of acting. 

 If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of Securities of all series then
outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
 No removal or appointment of a
Trustee will be valid if that removal or appointment would conflict with any law applicable to the Company. 
 A successor Trustee will
deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee will, provided all sums owing to the retiring Trustee hereunder have been paid and subject to the lien provided
for in Section 7.07, transfer all property held by it as a Trustee to the successor Trustee, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the
Trustee under this Indenture and all Supplemental Indentures. A successor Trustee will mail notice of its succession to each Securityholder. 

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the
Company’s expense, the Company or the Holders of a majority in aggregate principal amount of Securities of all series then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee. 
 Notwithstanding the replacement of the Trustee pursuant to this Section, the
Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor Trustee
by Merger, etc. Any corporation or other entity into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee (including the administration of this Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the parties hereto; provided that in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee
such corporation or other entity shall be eligible under the provisions of Section 7.10. 

  
 24 








 If at the time a successor by merger, conversion or consolidation to the Trustee succeeds to the
trusts created by this Indenture any of the Securities have been authenticated but not delivered, the successor to the Trustee may adopt the certificate of authentication of the predecessor Trustee, and deliver the Securities which were
authenticated by the predecessor Trustee; and if at that time any of the Securities have not been authenticated, the successor to the Trustee may authenticate those Securities either in the name of the predecessor or in its own name as the successor
to the Trustee; and in either case the certificates of authentication will have the full force provided in this Indenture for certificates of authentication. 

SECTION 7.10. Eligibility; Disqualification. The Trustee will at all times satisfy the requirements of TIA Section 310(a). The Trustee
will at all times have a combined capital and surplus of at least $50,000,000 as set forth in its most recently published annual report of condition, which will be deemed for this paragraph to be its combined capital and surplus. The Trustee will
comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded from the operation of TIA §310(b)(1) any
indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA §310(b)(1) are met, other than the fact
that such indentures are not described herein. 
 SECTION 7.11. Preferential Collection of Claims. The Trustee will comply with TIA
Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed will be subject to TIA Section 311(a) to the extent indicated. 

ARTICLE EIGHT 
 DISCHARGE OF
INDENTURE 
 SECTION 8.01. Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding
Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called
for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations
without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also
pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. 

Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and
the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07
will survive. 

  
 25 








 Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. 

After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for
cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and
discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. 

In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the
U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at
the issuer’s option. 
 SECTION 8.02. Application of Trust Money. Subject to Article Eleven and Section 8.03, the Trustee will
hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.01. It will apply the deposited money and the money from the U.S. Government Obligations through the Paying Agent and in accordance with this Indenture
and any applicable Supplemental Indentures to the payment of principal of, premium, if any, and interest, if any, on the Securities with regard to which the money or U.S. Government Obligations were deposited. 

SECTION 8.03. Repayment to the Company. The Trustee and the Paying Agent will promptly pay to the Company upon request any excess money or
securities held by them at any time. The Trustee and the Paying Agent will pay to the Company upon request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years. After such payment, all
liability of the Trustee and the Paying Agent with respect to that money will cease. 
 SECTION 8.04. Deposited Money and U.S. Government
Obligations to Be Held in Trust. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.01 or the principal and
interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities. 

ARTICLE NINE 
 AMENDMENTS,
SUPPLEMENTS AND WAIVERS 
 SECTION 9.01. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or
the Securities without notice to or consent of any Securityholder: 
  

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


  
 26 









	 	(2)	to comply with Article 5; 

  

	 	(3)	to establish the form and terms of the Securities of any series as contemplated in Article Two of this Indenture; 

  

	 	(4)	to provide for uncertificated Securities in addition to or in place of certificated Securities; or 

  

	 	(5)	to amend, modify or supplement any of the provisions contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the rights of any Securityholder,
and provided further that any amendment, modification or supplement that conforms this Indenture or any supplemental indenture, as applied to a series of Securities, to the terms described in the prospectus (including any prospectus supplement)
pursuant to which such Securities were initially sold shall be deemed not to adversely affect the rights of Securityholders. 


After an amendment under this Section becomes effective, the Company will mail to the Securityholders a notice briefly describing the
amendment. The failure to give such notice to all Securityholders, or any defect in a notice, will not impair or affect the validity of an amendment under this Section. 

SECTION 9.02. With Consent of Holders. The Company and the Trustee may (i) amend or supplement this Indenture or the Securities without
notice to any Securityholder but with the written consent of the Holders of a majority in aggregate principal amount of the Securities of all series then outstanding or (ii) supplement this Indenture with regard to a series of Securities, amend
or supplement a Supplemental Indenture relating to a series of Securities, or amend the Securities of a series, without notice to any Securityholder but with the written consent of the Holders of a majority in aggregate principal amount of the
Securities of that series then outstanding. The Holders of a majority in principal amount of the Securities of all series then outstanding may waive compliance by the Company with any provision of this Indenture or the Securities without notice to
any Securityholder. The Holders of a majority in principal amount of the Securities of any series then outstanding may waive compliance with any provision of this Indenture, any Supplemental Indenture or the Securities of that series with regard to
the Securities of that series without notice to any Securityholder. However, without the consent of the Holder so affected, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: 

 

	 	(1)	extend the fixed maturity of any Security, reduce the rate or extend the time for payment of interest on any Security, reduce the principal amount of any Security or premium, if any, on any Security; 


 

	 	(2)	impair or affect the right of a Holder to institute suit for the payment of interest, if any, principal or premium, if any, on the Securities; 


 

	 	(3)	change the currency in which the Securities are payable from that specified in the Securities or in a Supplemental Indenture applicable to the Securities; 


  
 27 









	 	(4)	impair the right, if any, to convert the Securities into, or exchange the Securities for, other securities or assets; 

  

	 	(5)	reduce the percentage of Securities required to consent to an amendment, supplement or waiver; 

  

	 	(6)	reduce the amount payable upon the redemption of any Security or change the time at which any Security may or will be redeemed; 

  

	 	(7)	modify the provisions of any Supplemental Indenture with respect to subordination of the Securities of a series in a manner adverse to the Securityholders; or 


 

	 	(8)	make any change in Section 6.04 or 6.08 or the fifth sentence of this Section. 

 It will
not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it will be sufficient if the consent approves the substance of the amendment, supplement or
waiver. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent
to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously
given shall automatically and without further action by any Holder be cancelled and of no further effect. 
 After an amendment under this
Section becomes effective, the Company will mail to the Securityholders a notice briefly describing the amendment. The failure to give such notice to all Securityholders, or any defect in a notice, will not impair or affect the validity of an
amendment under this Section. 
 SECTION 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture, any
Supplemental Indenture or the Securities will comply with the TIA as then in effect. 
 SECTION 9.04. Revocation and Effect of Consents. A
consent to an amendment, supplement or waiver by a Holder of a Security will bind the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation
of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to the Holder’s Security or portion of a Security. For a revocation to be effective, the Trustee must receive notice of the
revocation before the date the amendment, supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective in accordance with its terms, it will bind every Holder of every Security of every series to which it
applies. 

  
 28 








 SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a
series of Securities, the Trustee may require the Holder of a Security of the series to deliver the Holder’s Security to the Trustee, who will place an appropriate notation about the amendment, supplement or waiver on the Security and will
return it to the Holder. Alternatively, the Company may, in exchange for the Security, issue, and the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section 12.15) will authenticate, a new Security that reflects
the amendment, supplement or waiver. 
 SECTION 9.06. Trustee to Sign Amendments, etc. In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by Article Two or this Article Nine or the modification thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an Opinion of Counsel
and an Officer’s Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee will sign any amendment, supplement or waiver authorized pursuant to Article Two or this Article
Nine if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does adversely affect those rights, duties, liabilities or immunities, the Trustee may but need not sign it.
The Company may not sign an amendment or supplement until the amendment or supplement is approved by an appropriate Board Resolution. 

ARTICLE TEN 
 CONVERSION OR
EXCHANGE OF SECURITIES 
 SECTION 10.01. Provisions Relating to Conversion or Exchange of Securities. Any rights which Holders of Securities
of a series will have to convert those Securities into other securities of the Company or to exchange those Securities for securities of other Persons or other assets, including but not limited to the terms of the conversion or exchange and the
circumstances, if any, under which those terms will be adjusted to prevent dilution or otherwise, will be set forth in a Supplemental Indenture relating to the series of Securities. In the absence of provisions in a Supplemental Indenture relating
to a series of Securities setting forth rights to convert or exchange the Securities of that series into or for other securities or assets, Holders of the Securities of that series will not have any such rights. 

ARTICLE ELEVEN 
 SINKING OR
PURCHASE FUNDS 
 SECTION 11.01. Provisions Relating to Sinking or Purchase Funds. Any requirements that the Company make, or rights of the
Company to make at its option, payments prior to maturity of the Securities of a series which will be used as a fund with which to redeem or to purchase Securities of that series, including but not limited to provisions regarding the amount of the
payments, when the Company will be required, or will have the option, to make the payments and when the payments will be applied, will be set forth in a Supplemental Indenture relating to the series of Securities. In the absence of provisions in a
Supplemental Indenture relating to a series of Securities setting forth requirements that the Company make, or rights of the Company to make at its option, payments to be used as a fund with which to redeem or purchase Securities of the series, the
Company will not be subject to any such requirements and will not have any such rights. 

  
 29 








 
However, unless otherwise specifically provided in a Supplemental Indenture relating to a series of Securities, the Company will at all times have the right to purchase Securities from Holders in
market transactions or otherwise. 
 ARTICLE TWELVE 

MISCELLANEOUS 
 SECTION 12.01.
Trust Indenture Act Controls. If any provision of this Indenture or any Supplemental Indenture limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the TIA, the imposed duties will control. 

SECTION 12.02. Supplemental Indentures Contract. If any provision of a Supplemental Indenture relating to a series of Securities is
inconsistent with any provision of this Indenture, the provision of the Supplemental Indenture will control with regard to the Securities of the series to which it relates. 

SECTION 12.03. Notices. Any notice or communication under or relating to this Indenture or any Supplemental Indenture will be sufficiently
given if made upon, given or furnished to, or filed with the applicable party, in writing and delivered by facsimile transmission, in person or mailed by first-class mail, certified or registered, return receipt requested, addressed as follows: 

 

			
	 if to the Company:
	  	 Clovis Oncology, Inc.
 5500 Flatiron Parkway,
Suite 100
 Boulder, Colorado 80301
 Attention: General
Counsel
 Facsimile: (303) 245-0360

		
	 with a copy (which shall not

constitute notice and shall not

be required to be delivered in

satisfaction of any

requirement hereof) to:
	  	 Willkie Farr & Gallagher LLP
 787 Seventh
Avenue
 New York, New York 10019
 Attention: Thomas Mark

Facsimile: (212) 728-9667

		
	 if to the Trustee:
	  	[    ]

 Either the Company or the Trustee by a notice to the other may designate additional or different addresses for
subsequent notices or communications. 
 Any notice or communication mailed to a Securityholder will be mailed to the Securityholder at the
Securityholder’s address as it appears on the registration books of the Registrar and will be sufficiently given to the Securityholder if so mailed within the time prescribed. 

  
 30 








 Failure to mail a notice or communication to a Securityholder or any defect in it will not affect
its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. 

If by reason of the suspension of regular mail service, or by reason of any other cause, it is impossible to mail any notice as required by
this Indenture or any Supplemental Indenture, then any method of notification which is approved by the Trustee will constitute a sufficient mailing of the notice. 

The Company may set a record date for purposes of determining the identity of Securityholders entitled to vote or consent to any action by
vote or consent authorized or permitted by Sections 6.04 and 6.05. The record date will be the later of 30 days prior to the first solicitation of consents or the date of the most recent list of Holders furnished to the Trustee pursuant to
Section 2.07 prior to the solicitation. 
 The Trustee shall have the right, but shall not be required, to rely upon and comply with
notices, instructions, directions or other communications sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company. The
Trustee shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Company; and the Trustee shall have no
liability for any losses, liabilities, costs or expenses incurred or sustained by the Company as a result of such reliance upon or compliance with such notices, instructions, directions or other communications. The Company agrees to assume all risks
arising out of the use of such electronic methods to submit notices, instructions, directions or other communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of
interception and misuse by third parties. The Company shall use all reasonable endeavors to ensure that any such notices, instructions, directions or other communications transmitted to the Trustee pursuant to this Indenture are complete and
correct. Any such notices, instructions, directions or other communications shall be conclusively deemed to be valid instructions from the Company to the Trustee for the purposes of this Indenture. 

SECTION 12.04. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the Securities. Each of the Company, the Trustee, the Registrar and anyone else will have the protection of TIA Section 312(c). 

SECTION 12.05. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any
action under this Indenture or any Supplemental Indenture, the Company will furnish to the Trustee: 
  

	 	(1)	an Officers’ Certificate stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this Indenture or any Supplemental Indenture relating to the proposed action have been complied
with; 


  
 31 









	 	(2)	an Opinion of Counsel stating that, in the opinion of such counsel, all those conditions precedent, if any, provided for in this Indenture or any Supplemental Indenture relating to the proposed action have been complied
with; and 

  

	 	(3)	such other opinions and certificates as may be required by applicable provisions of this Indenture or the Supplemental Indenture. 


Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or a Supplemental Indenture
will include: 
  

	 	(i)	a statement that each person signing the certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 


 

	 	(ii)	a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in the certificate or opinion are based; 


 

	 	(iii)	a statement that, in the opinion of the person giving the certificate or opinion, that person has made such examination or investigation as is necessary to enable that person to express an informed opinion as to whether
or not the covenant or condition has been complied with; and 

  

	 	(iv)	a statement as to whether or not, in the opinion of that person, the condition or covenant has been complied with. 


Nothing in this Section 12.05 will be construed as requiring that the Company furnish to the Trustee any evidence of compliance with the
conditions and covenants provided for in this Indenture or any Supplemental Indenture other than the evidence specified in this Section 12.05 except as may be required by any other provision of this Indenture. 

SECTION 12.06. When Treasury Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company, or anyone under direct or indirect control or under direct or indirect common control with the Company will be disregarded and deemed not to be outstanding, except that
for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Securities which a Trust Officer of the Trustee actually knows are so owned will be so disregarded. Securities so owned
which have been pledged in good faith will not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to the Securities and that the pledgee is not the Company or a person directly
or indirectly controlling or controlled by, or under common control with, the Company. Nothing in this Section 12.06 will be construed as requiring that the Company furnish to the Trustee any evidence of compliance with the conditions and
covenants provided for in the Indenture other than the evidence specified in this Section 12.06. 

  
 32 








 SECTION 12.07. Rules by Trustee, Paying Agent, Registrar. The Trustee may make reasonable rules
for action by or at a meeting of Securityholders. The Paying Agent or Registrar may make reasonable rules for its functions. 
 SECTION
12.08. Legal Holidays. If a payment date or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such date, but may be taken on the next succeeding Business Day with the same force and effect as if taken
on such date, and no interest shall accrue in respect of any payment that would otherwise need to be made on such date on account of the delay. 

SECTION 12.09. Governing Law and Submission to Jurisdiction. The laws of the State of New York will govern this Indenture, each Supplemental
Indenture and the Securities, and any dispute, case or controversy arising thereunder or relating thereto. The Company submits to the jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, The City of New York, and
of the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of its obligations under this Indenture or any Supplemental Indenture or with regard to the Securities, and agrees not to seek a
transfer of any such action or proceeding on the basis of inconvenience of the forum or otherwise (but the Company will not be prevented from removing any such action or proceeding from a state court to the United States District Court for the
Southern District of New York). The Company agrees that process in any such action or proceeding may be served upon it by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought. 

SECTION 12.10. Actions by the Company. Any action or proceeding brought by the Company to enforce any right, assert any claim or obtain any
relief in connection with this Indenture, any Supplemental Indenture or the Securities will be brought by the Company exclusively in the courts of the State of New York sitting in the Borough of Manhattan, The City of New York or in the United
States District Court for the Southern District of New York. 
 SECTION 12.11. No Adverse Interpretation of Other Agreements. Neither this
Indenture nor any Supplemental Indenture may be used to interpret another indenture, loan or debt agreement of the Company or any Subsidiary. No such indenture, loan or debt agreement may be used to interpret this Indenture or any Supplemental
Indenture. 
 SECTION 12.12. Successors. All agreements of the Company in this Indenture, any Supplemental Indentures and the Securities
will bind its successors. All agreements of the Trustee in this Indenture and any Supplemental Indentures will bind its successors. 

SECTION 12.13. Duplicate Originals. The parties may sign any number of copies of this Indenture or any Supplemental Indenture. Each signed
copy will be an original, but all of them together will represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”)
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes. 

  
 33 








 SECTION 12.14. Table of Contents, Headings, etc. The table of contents, cross-reference sheet and
headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only. They are not to be considered a part of this Indenture, and will in no way modify or restrict any of the terms or provisions of this
Indenture. 
 SECTION 12.15. Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its
behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section 2.04, Section 2.05, Section 2.09,
Section 2.11 and Section 9.05 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture,
the authentication and delivery of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and a certificate of authentication executed on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person eligible to serve as trustee hereunder pursuant
to Section 7.10. 
 Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may
be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any
authenticating agent, shall be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 12.15, without the execution or filing of any paper or any further act on
the part of the parties hereto or the authenticating agent or such successor corporation or other entity. 
 Any authenticating agent may at
any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee may appoint a successor authenticating agent (which may be
the Trustee), shall give written notice of such appointment to the Company and shall mail or transmit notice of such appointment to all Holders as the names and addresses of such Holders appear on the Note Register. 

The Company agrees to pay to the authenticating agent from time to time reasonable compensation for its services although the Company may
terminate the authenticating agent, if it determines such agent’s fees to be unreasonable. 
 The provisions of Section 2.08,
Section 7.02, Section 7.03 and Section 7.04 and this Section 12.15 shall be applicable to any authenticating agent. 

  
 34 








 If an authenticating agent is appointed pursuant to this Section 12.15, the Notes may have
endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

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

			
	By:	 	 
	Authorized Officer

 SECTION 12.16. Execution in Counterparts. This Indenture may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all
purposes. 
 SECTION 12.17. Severability. In the event any provision of this Indenture or in the Securities shall be invalid, illegal or
unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. 

SECTION 12.18. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

SECTION 12.19. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances. 

  
 35 








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

			
	CLOVIS ONCOLOGY, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	[ ],
		 	as Trustee
		
	By:	 	 
		 	Name:
		 	Title:



  
 1 








 EXHIBIT A 

(Form of Face of Security) 
 [THIS SECURITY IS
ISSUED IN GLOBAL FORM AND REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR A NOMINEE THEREOF. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY (AS DEFINED
BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN
ACCORDANCE WITH THE TERMS HEREOF AND OF THE INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.]* 
  

	*	Insert in Global Security only. 

 CLOVIS ONCOLOGY, INC. 

% [SENIOR/SUBORDINATED] NOTE DUE 
  

	
	   

	CUSIP:
	ISIN:
	 Common Code:



 Clovis Oncology, Inc., a Delaware corporation, promises to pay to [Cede & Co.]*
[    ], or 
 registered assigns, the principal sum of Dollars on 

Interest Payment Dates: and 

Record Dates: and 
 Additional
provisions of this Security are set forth on the reverse hereof. 
  

	*	Insert in Global Security only. 


  
 2 








 IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by
its duly authorized officer. 
  

			
	CLOVIS ONCOLOGY, INC.
		
	By:	 	 
		 	Name:
		 	Title:


 This is one of the Securities of the series designated herein, referred to in the within-mentioned Indenture. 

 

			
	[ ],
	as Trustee
		
	By:	 	 
		 	Name:
		 	Title:



  
 3 








 (Form of Reverse of Security) 

CLOVIS ONCOLOGY, INC. 

%[SENIOR/SUBORDINATED] NOTE DUE 

1. Interest. Clovis Oncology, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture
referred to below, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the interest rate per annum shown above. The Company will pay interest semiannually on and of each year.
Interest on the Securities of this series will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from . Interest will be computed [on the basis of a 360-day
year consisting of twelve 30-day months] [as set forth in the Officers’ Certificate or supplemental indenture delivered pursuant to the Indenture]. 

2. Method of Payment. The Company will pay interest on the Securities of this series (except defaulted interest) to the persons who are
registered Holders of Securities of this series at the close of business on the record date next preceding the interest payment date even though such Securities are canceled after the record date and on or before the interest payment date. Holders
must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the
Company may pay principal and interest by check payable in such money. It may mail an interest check to a Holder’s registered address. 

3. Paying Agent, Registrar. Initially, [    ] (the “Trustee”), will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-registrar without notice. The Company may act as Paying Agent, Registrar or co-registrar. 

4. Indenture. The Company issued the Securities of this series under an Indenture dated as of [ ] (the “Indenture”)
between the Company and the Trustee. The Securities are unsecured general obligations of the Company issued and to be issued in one or more series under the Indenture and may be issued in an unlimited principal amount. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “TIA”). Capitalized terms used herein but not defined herein are
used as defined in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement of such terms. 

5. Redemption. [Set forth redemption provision, if any.] 

6. Denominations; Transfer; Exchange. The Securities of this series are in registered form without coupons in denominations of $1,000
and any integral multiple thereof [or as otherwise set forth in the Security]. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Company shall not be required (a) to issue, register the transfer of or exchange any Securities of a series
during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 3.03 of the Indenture and ending at the close of business on the
day of such mailing or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

7. Defeasance. Subject to certain conditions and unless otherwise provided in the terms of the Securities of this series, the Company
at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money for the payment of principal and interest on the Securities to maturity. 

  
 4 








 8. Persons Deemed Owners. The registered Holder of a Security may be treated as its owner
for all purposes, except that interest (other than defaulted interest) will be paid to the person that was the registered Holder on the relevant record date for such payment of interest. 

9. Amendments and Waivers. Subject to certain exceptions, (i) the Indenture or the Securities may be amended or supplemented with
the consent of the Holders of a majority in principal amount of the Securities of each series affected; and (ii) any existing default with respect to the Securities of this series may be waived with the consent of the Holders of a majority in
principal amount of the Securities of such series. Without the consent of any Securityholder, the Indenture or the Securities may be amended or supplemented to, among other things, cure any ambiguity, omission, defect, error or inconsistency, to
provide for assumption of Company obligations by a successor to provide for uncertificated Securities in addition to or in place of certificated Securities, to provide for guarantees with respect to, or security for, the Securities, or to comply
with the TIA or to add additional covenants or surrender Company rights. 
 10. Remedies. If an Event of Default with respect to the
Securities of this series occurs and is continuing, the Trustee or Holders of at least 25% in principal amount of the Securities of this series may declare all the Securities of this series to be due and payable immediately. Securityholders may not
enforce the Indenture or the Securities of this series except as provided in the Indenture. The Trustee may require an indemnity before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal
amount of the Securities of a series may direct the Trustee in its exercise of any trust or power with respect to such series. The Trustee may withhold from Securityholders notice of any continuing default (except a Default in payment of principal
or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. 

11. Subordination. [Set forth subordination provision, if any.] 

12. Trustee Dealings with Company. Subject to the provisions of the TIA, the Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not Trustee. The Trustee will initially be
[    ]. 
 13. No Recourse Against Others. A director, officer, incorporator, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a
Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 

14. Authentication. This Security shall not be valid until authenticated by the manual signature of an authorized signatory of the
Trustee or an authenticating agent. 
 15. Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

  
 5 








 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures the Company has caused CUSIP numbers to be printed on the Securities. No representation is made as to the accuracy of such numbers (or as to the accuracy of ISIN numbers, Common Code numbers or similar numbers) as printed on the
Securities and reliance may be placed only on the other identification numbers placed thereon. 
 THE COMPANY WILL FURNISH TO ANY
SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE, WHICH HAS IN IT THE TEXT OF THIS SECURITY, IN TWELVE-POINT TYPE. REQUESTS MAY BE MADE TO: INVESTOR RELATIONS, CLOVIS ONCOLOGY, INC., 5500 FLATIRON PARKWAY, SUITE 100,
BOULDER, COLORADO 80301, TELEPHONE: (303) 625-5000. 

  
 6 








 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 

I or we assign and transfer this Security to 

(Insert assignee’s soc. sec or tax I.D. no.) 
  

 
  

 
 (Print or type assignee’s
name, address and zip code) 
 and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act
for him. 
  

							
	 Dated:    
	 	 	  	Signed:    	  	 
		 		  		  	(Sign exactly as your name appears
on the other side of this Security

 Signature Guarantee: 

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.