EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
  

 
  

NEVRO CORP. 
 AND 

WILMINGTON TRUST, NATIONAL ASSOCIATION 

as Trustee 
 FIRST SUPPLEMENTAL
INDENTURE 
 Dated as of June 13, 2016 

to 
 Indenture dated as of
June 13, 2016 
 1.75% Convertible Senior Notes due 2021 
  

 
  







 TABLE OF CONTENTS 

 
  

 

							
	 	  	 	  	PAGE	 
		
	ARTICLE 1	  			
	DEFINITIONS	  			
			
	Section 1.01	  	 Definitions and References
	  	 	2	  
	Section 1.02	  	 References to Interest
	  	 	11	  
		
	ARTICLE 2	  			
	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	  			
			
	Section 2.01	  	 Scope of Supplemental Indenture
	  	 	11	  
	Section 2.02	  	 Designation and Amount
	  	 	11	  
	Section 2.03	  	 Form of Notes
	  	 	11	  
	Section 2.04	  	 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts
	  	 	12	  
	Section 2.05	  	 Execution, Authentication and Delivery of Notes
	  	 	14	  
	Section 2.06	  	 Exchange and Registration of Transfer of Notes; Depositary
	  	 	14	  
	Section 2.07	  	 Mutilated, Destroyed, Lost or Stolen Notes
	  	 	17	  
	Section 2.08	  	 Temporary Notes
	  	 	18	  
	Section 2.09	  	 Cancellation of Notes Paid, Converted, Etc.
	  	 	18	  
	Section 2.10	  	 CUSIP Numbers
	  	 	19	  
	Section 2.11	  	 Additional Notes; Purchases
	  	 	19	  
		
	ARTICLE 3	  			
	SATISFACTION AND DISCHARGE	  			
			
	Section 3.01	  	 Applicability of Article VIII of the Base Indenture
	  	 	19	  
	Section 3.02	  	 Satisfaction and Discharge
	  	 	19	  
		
	ARTICLE 4	  			
	PARTICULAR COVENANTS OF THE COMPANY	  			
			
	Section 4.01	  	 Payment of Principal and Interest
	  	 	20	  
	Section 4.02	  	 Maintenance of Office or Agency
	  	 	20	  
	Section 4.03	  	 Appointments to Fill Vacancies in Trustee’s Office
	  	 	21	  
	Section 4.04	  	 Provisions as to Paying Agent
	  	 	21	  
	Section 4.05	  	 Existence
	  	 	22	  
	Section 4.06	  	 Reports
	  	 	22	  
	Section 4.07	  	 Intentionally Omitted
	  	 	23	  
	Section 4.08	  	 Statement as to Defaults
	  	 	23	  


  
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	ARTICLE 5	  			
	LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE
TRUSTEE	  			
			
	Section 5.01	  	 Lists of Holders
	  	 	23	  
	Section 5.02	  	 Preservation and Disclosure of Lists
	  	 	23	  
		
	ARTICLE 6	  			
	DEFAULTS AND REMEDIES	  			
			
	Section 6.01	  	 Applicability of Article VI of the Base Indenture
	  	 	23	  
	Section 6.02	  	 Events of Default
	  	 	24	  
	Section 6.03	  	 Acceleration; Rescission and Annulment
	  	 	25	  
	Section 6.04	  	 Additional Interest
	  	 	26	  
	Section 6.05	  	 Payments of Notes on Default; Suit Therefor
	  	 	27	  
	Section 6.06	  	 Application of Monies Collected by Trustee
	  	 	28	  
	Section 6.07	  	 Proceedings by Holders
	  	 	29	  
	Section 6.08	  	 Proceedings by Trustee
	  	 	30	  
	Section 6.09	  	 Remedies Cumulative and Continuing
	  	 	30	  
	Section 6.10	  	 Direction of Proceedings and Waiver of Defaults by Majority of Holders
	  	 	31	  
	Section 6.11	  	 Notice of Defaults
	  	 	31	  
	Section 6.12	  	 Undertaking to Pay Costs
	  	 	32	  
		
	ARTICLE 7	  			
	INTENTIONALLY OMMITTED	  			
		
	ARTICLE 8	  			
	CONCERNING THE HOLDERS	  			
			
	Section 8.01	  	 Action by Holders
	  	 	32	  
	Section 8.02	  	 Proof of Execution by Holders
	  	 	33	  
	Section 8.03	  	 Who Are Deemed Absolute Owners
	  	 	33	  
	Section 8.04	  	 Company-Owned Notes Disregarded
	  	 	33	  
	Section 8.05	  	 Revocation of Consents; Future Holders Bound
	  	 	34	  
		
	ARTICLE 9	  			
	HOLDERS’ MEETINGS	  			
			
	Section 9.01	  	 Purpose of Meetings
	  	 	34	  
	Section 9.02	  	 Call of Meetings by Trustee
	  	 	34	  
	Section 9.03	  	 Call of Meetings by Company or Holders
	  	 	35	  
	Section 9.04	  	 Qualifications for Voting
	  	 	35	  
	Section 9.05	  	 Regulations
	  	 	35	  
	Section 9.06	  	 Voting
	  	 	36	  
	Section 9.07	  	 No Delay of Rights by Meeting
	  	 	36	  


  
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	ARTICLE 10	  			
	SUPPLEMENTAL INDENTURES	  			
			
	Section 10.01	  	 Applicability of Article IX of the Base Indenture
	  	 	36	  
	Section 10.02	  	 Supplemental Indentures Without Consent of Holders
	  	 	37	  
	Section 10.03	  	 Supplemental Indentures with Consent of Holders
	  	 	38	  
	Section 10.04	  	 Effect of Supplemental Indentures
	  	 	39	  
	Section 10.05	  	 Notation on Notes
	  	 	39	  
	Section 10.06	  	 Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee
	  	 	39	  
		
	ARTICLE 11	  			
	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	  			
			
	Section 11.01	  	 Applicability of Article V of the Base Indenture
	  	 	40	  
	Section 11.02	  	 Company May Consolidate, Etc. on Certain Terms
	  	 	40	  
	Section 11.03	  	 Successor Corporation to Be Substituted
	  	 	40	  
	Section 11.04	  	 Opinion of Counsel to Be Given to Trustee
	  	 	41	  
		
	ARTICLE 12	  			
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	  			
			
	Section 12.01	  	 Indenture and Notes Solely Corporate Obligations
	  	 	41	  
		
	ARTICLE 13	  			
	INTENTIONALLY OMITTED	  			
		
	ARTICLE 14	  			
	CONVERSION OF NOTES	  			
			
	Section 14.01	  	 Conversion Privilege
	  	 	42	  
	Section 14.02	  	 Conversion Procedures; Settlement Upon Conversion
	  	 	45	  
	Section 14.03	  	 Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with
Make-Whole Fundamental Changes
	  	 	49	  
	Section 14.04	  	 Adjustment of Conversion Rate
	  	 	51	  
	Section 14.05	  	 Adjustments of Prices
	  	 	61	  
	Section 14.06	  	 Shares to Be Fully Paid
	  	 	61	  
	Section 14.07	  	 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock
	  	 	62	  
	Section 14.08	  	 Certain Covenants
	  	 	64	  
	Section 14.09	  	 Responsibility of Trustee
	  	 	64	  
	Section 14.10	  	 Intentionally Omitted
	  	 	65	  
	Section 14.11	  	 Stockholder Rights Plans
	  	 	65	  
	Section 14.12	  	 Exchange in Lieu of Conversion
	  	 	65	  


  
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	ARTICLE 15	  			
	PURCHASE OF NOTES AT OPTION OF HOLDERS	  			
			
	Section 15.01	  	 Intentionally Omitted
	  	 	66	  
	Section 15.02	  	 Purchase at Option of Holders Upon a Fundamental Change
	  	 	66	  
	Section 15.03	  	 Withdrawal of Fundamental Change Repurchase Notice
	  	 	69	  
	Section 15.04	  	 Deposit of Fundamental Change Repurchase Price
	  	 	69	  
	Section 15.05	  	 Covenant to Comply with Applicable Laws Upon Repurchase of Notes
	  	 	70	  
		
	ARTICLE 16	  			
	NO OPTIONAL REDEMPTION	  			
			
	Section 16.01	  	 Applicability of Article III of the Base Indenture
	  	 	70	  
	Section 16.02	  	 No Optional Redemption
	  	 	70	  
		
	ARTICLE 17	  			
	MISCELLANEOUS PROVISIONS	  			
			
	Section 17.01	  	 Provisions Binding on Company’s Successors
	  	 	70	  
	Section 17.02	  	 Official Acts by Successor Corporation
	  	 	70	  
	Section 17.03	  	 Addresses for Notices, Etc.
	  	 	70	  
	Section 17.04	  	 Governing Law; Jurisdiction
	  	 	72	  
	Section 17.05	  	 Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to
Trustee
	  	 	72	  
	Section 17.06	  	 Legal Holidays
	  	 	73	  
	Section 17.07	  	 No Security Interest Created
	  	 	73	  
	Section 17.08	  	 Benefits of Indenture
	  	 	73	  
	Section 17.09	  	 Table of Contents, Headings, Etc.
	  	 	73	  
	Section 17.10	  	 Authenticating Agent
	  	 	73	  
	Section 17.11	  	 Execution in Counterparts
	  	 	74	  
	Section 17.12	  	 Severability
	  	 	75	  
	Section 17.13	  	 Waiver of Jury Trial
	  	 	75	  
	Section 17.14	  	 Force Majeure
	  	 	75	  
	Section 17.15	  	 Calculations
	  	 	75	  
	Section 17.16	  	 USA PATRIOT Act
	  	 	75	  
	Section 17.17	  	 Withholding Taxes
	  	 	76	  
	Section 17.18	  	 Ratification of the Base Indenture
	  	 	76	  
		
	EXHIBIT	  			
			
	Exhibit A	  	Form of Note	  	 	A-1	  


  
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 FIRST SUPPLEMENTAL INDENTURE dated as of June 13, 2016 (this “Supplemental
Indenture”) between Nevro Corp., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and Wilmington Trust, National Association, a national banking association organized under the laws of
the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture dated as of June 13, 2016 between the Company and the Trustee (the “Base Indenture”
and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”). 

W I T N E S S E T H: 
 WHEREAS,
the Company executed and delivered the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Company’s Securities, in an unlimited aggregate principal amount, in one or more series to be
established by the Company under, and authenticated and delivered as provided in, the Base Indenture; 
 WHEREAS, Sections 2.1 and 2.2 of
the Base Indenture provide for the Company to issue Securities thereunder in the form and on the terms set forth in one or more Board Resolutions (as defined in the Base Indenture) and Officer’s Certificates (as defined in the Base Indenture)
or indentures supplemental thereto; 
 WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 1.75%
Convertible Senior Notes due 2021 (the “Notes”), initially in an aggregate principal amount not to exceed $172,500,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this Supplemental Indenture; and 
 WHEREAS, the Form of Note, the
certificate of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms
hereinafter provided. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

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







 ARTICLE 1 

DEFINITIONS 

Section 1.01. Definitions and References. For all purposes of the Indenture, except as otherwise expressly provided or unless the
context otherwise requires: 
 (a) the terms defined in this Article 1 shall have the respective meanings assigned to them in this Article 1
and include the plural as well as the singular and, to the extent applicable, supersede the definitions thereof in the Base Indenture; 

(b) all words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meanings as in the Base
Indenture; 
 (c) the words “herein,” “hereof” and “hereunder” and other words of similar import (i) when
used with regard to any specified Article, Section or sub-division, refer to such Article, Section or sub-division of this Indenture and (ii) otherwise, refer to the Indenture as a whole and not to any particular Article, Section or other
subdivision. The term “or” is not exclusive; and 
 (d) references to “Sections” and “Articles” are to the
Sections and Articles of the Supplemental Indenture. 
 “Additional Shares” shall have the meaning specified in Section
14.03(a). 
 “Base Indenture” has the meaning specified in the first paragraph of this Supplemental Indenture. 

“Bid Solicitation Agent” means the person appointed by the Company to solicit bids for the Trading Price of the Notes in
accordance with Section 14.01(b)(i). The Trustee shall initially act as the Bid Solicitation Agent. The Company may appoint a replacement Bid Solicitation Agent without prior notice to the Holders (but will provide notice thereof to the Trustee).

 “Business Day” means, with respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal
Reserve Bank of New York is authorized or required by law or executive order to close or be closed, notwithstanding anything in the Base Indenture to the contrary. 

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

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

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

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

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

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

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

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

“Common Stock” means the common stock of the Company, par value $0.001 per share, at the date of this Supplemental Indenture,
subject to Section 14.07. 
 “Company” shall have the meaning specified in the first paragraph of this Supplemental
Indenture, and subject to the provisions of Article 11 hereof, shall include its successors and assigns. 
 “Conversion
Agent” shall have the meaning specified in Section 4.02. 
 “Conversion Date” shall have the meaning specified in
Section 14.02(c). 
 “Conversion Obligation” shall have the meaning specified in Section 14.01(a). 

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

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

“Custodian” means, with respect to any Global Note, the Trustee, as custodian for The Depository therefor, with respect to
the safekeeping of such Global Notes. 
 “Daily Conversion Value” means, for each of the 30 consecutive Trading Days during
the relevant Observation Period, 1/30th of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day. 

“Daily Measurement Value” means the Specified Dollar Amount, if any, divided by 30. 

“Daily Settlement Amount,” for each of the 30 consecutive Trading Days during the relevant Observation Period, shall consist
of: 
 (a) cash in an amount equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion
Value on such Trading Day; and 
 (b) if the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value,
a number of shares of Common Stock equal to (i) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such Trading Day. 

  
 3 








 “Daily VWAP” means, for each of the 30 consecutive Trading Days during the
relevant Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “NVRO <equity> AQR” (or its equivalent successor if such page is not available) in
respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common
Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without
regard to after-hours trading or any other trading outside of the regular trading session trading hours. 
 “Defaulted
Amounts” means any amounts on any Note (including, without limitation, the Fundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for. 

“Depositary” means, with respect to each Global Note, the Depository Trust Company (or such other entity specified in the
Company Order directing the Trustee to authenticate such Global Note), until a successor shall have been appointed and become such pursuant to the applicable provisions of this Supplemental Indenture, and thereafter, “Depositary”
shall mean or include such successor. 
 “Designated Institution” shall have the meaning specified in Section 14.12. 

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

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

 “Event of Default” shall have the meaning specified in Section 6.02. 

“Ex-Dividend Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the
applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise)
as determined by such exchange or market. 
 “Form of Assignment and Transfer” means the “Form of Assignment and
Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A. 
 “Form of Fundamental Change Repurchase
Notice” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A. 

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

  
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 “Form of Notice of Conversion” means the “Form of Notice of
Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A. 
 “Fundamental Change” shall
be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs: 
 (a) a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Wholly Owned Subsidiaries and the employee benefit plans of the Company and its Wholly Owned Subsidiaries, files a
Schedule TO or any schedule, form or report under the Exchange Act that discloses that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common
Equity representing more than 50% of the voting power of the Company’s Common Equity; 
 (b) the consummation of
(i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities,
other property or assets; (ii) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into or exchanged for cash, securities or other property or assets; or (iii) any sale, lease or
other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any person other than one of the Company’s Wholly Owned Subsidiaries;
provided, however, that a transaction described in subclause (ii) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of
Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a Fundamental
Change pursuant to this clause (b); 
 (c) the stockholders of the Company approve any plan or proposal for the liquidation
or dissolution of the Company; or 
 (d) the Common Stock (or other common stock underlying the Notes) ceases to be listed or
quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); 

provided, however, that a transaction or transactions described in clauses (a) or (b) above shall not constitute a Fundamental Change
if at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments for fractional shares, in connection with such transaction or transactions consists of shares of common stock that are
listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction
or transactions and as a result of such transaction or transactions the Notes become convertible into such 

  
 5 








 
consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights (subject to the provisions of Section 14.02(a)). If any
transaction in which the Common Stock is replaced by the securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a
Make-Whole Fundamental Change but for the proviso immediately following clause (d) of the definition thereof, following the effective date of such transaction) references to the Company in this definition shall instead be references to such
other entity. 
 “Fundamental Change Company Notice” shall have the meaning specified in Section 15.02(c). 

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

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

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

The term “given,” “mailed,” “notify” or “sent” with respect to any notice
to be given to a Holder pursuant to this Supplemental Indenture, shall mean notice (x) given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in
accordance with accepted practices or procedures at the Depositary (in the case of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid, at its address as it appears on the Note Register, in each case in accordance
with Section 17.03. Notice so “given” shall be deemed to include any notice to be “mailed” or “delivered,” as applicable, under this Supplemental Indenture. 

“Global Note” shall have the meaning specified in Section 2.06(b). 

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

“Interest Payment Date” means each June 1 and December 1 of each year, beginning on December 1, 2016. 

“Last Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or if no closing sale
price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional
securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Last Reported Sale Price” shall be the last quoted
bid price per share for the Common Stock in the over-the-counter 

  
 6 








 
market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the
average of the mid-point of the last bid and last ask prices per share for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. 

“Make-Whole Fundamental Change” means any transaction or event that constitutes a Fundamental Change (as defined in this
Article 1 and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof). 

“Make-Whole Fundamental Change Period” shall have the meaning specified in Section 14.03(a). 

“Market Disruption Event” means, for the purposes of determining amounts due upon conversion (a) a failure by the
primary U.S. national or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular trading session or (b) the occurrence or existence prior to 1:00 p.m., New York
City time, on any Scheduled Trading Day for the Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits
permitted by the relevant stock exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock. 

“Maturity Date” means June 1, 2021. 

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

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

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

“Observation Period” with respect to any Note surrendered for conversion means: (i) if the relevant Conversion Date
occurs prior to December 1, 2020, the 30 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; and (ii) if the relevant Conversion Date occurs on or after
December 1, 2020, the 30 consecutive Trading Days beginning on, and including, the 32nd Scheduled Trading Day immediately preceding the Maturity Date. 

“Officer’s Certificate,” when used with respect to the Company, means a certificate that is delivered to the Trustee and
that is signed by an Officer of the Company. Each such certificate shall include the statements provided for in Section 17.05 if and to the extent required by the provisions of such Section. The Officer giving an Officer’s Certificate pursuant
to Section 4.08 shall be the principal executive, financial or accounting officer of the Company. 

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

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the
Company, or other counsel acceptable to the Trustee, that is delivered to the Trustee, which opinion may contain customary exemptions and qualifications as to the matters set forth therein. Each such opinion shall include the statements provided for
in Section 17.05 if and to the extent required by the provisions of such Section 17.05. 
 “outstanding,” when used with
reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Supplemental Indenture, except: 

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

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

(c) Notes that have been paid pursuant to Section 2.07 or Notes in lieu of which, or in substitution for which, other Notes
shall have been authenticated and delivered pursuant to the terms of Section 2.07 unless proof satisfactory to the Trustee is presented that any such Notes are held by protected purchasers in due course; 

(d) Notes converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.09; and 

(e) Notes repurchased by the Company pursuant to the penultimate sentence of Section 2.11. 

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

“Physical Notes” means permanent certificated Notes in registered form issued in minimum denominations of $1,000 principal
amount and $1,000 integral multiples thereof. 
 “Physical Settlement” shall have the meaning specified in Section
14.02(a). 
 “Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same
debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.07 in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence
the same debt as the mutilated, lost, destroyed or stolen Note that it replaces. 

  
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 “Prospectus Supplement” means the preliminary prospectus supplement dated
June 7, 2016, as supplemented by the related pricing term sheet dated June 7, 2016, in each case, relating to the offering and sale of the Notes. 

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common
Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the
date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise). 

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

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

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

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

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

“Settlement Method” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination
Settlement, as elected (or deemed to have been elected) by the Company. 
 “Settlement Notice” has the meaning specified in
Section 14.02(a)(iii). 
 “Significant Subsidiary” means a Subsidiary of the Company that meets the definition of
“significant subsidiary” in Article 1, Rule 1-02(w) of Regulation S-X under the Exchange Act. 
 “Specified Dollar
Amount” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified in the Settlement Notice related to any converted Notes or as the Company shall otherwise be deemed to have elected
pursuant to the terms of this Supplemental Indenture. 
 “Spin-Off” shall have the meaning specified in Section 14.04(c).


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

“Successor Company” shall have the meaning specified in Section 11.02(a). 

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

“Trading Day,” except for determining amounts due upon conversion pursuant to Section 14.02, means a day on which
(i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs on The New York Stock Exchange or, if the Common Stock (or such other security) is not then listed on The New York Stock
Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common Stock (or such other security) is not then listed on a U.S. national or regional
securities exchange, on the principal other market on which the Common Stock (or such other security) is then traded and (ii) a Last Reported Sale Price for the Common Stock (or such other security) is available on such securities exchange or
market; provided that if the Common Stock (or such other security) is not so listed or traded, “Trading Day” means a Business Day; and provided, further, that for purposes of determining amounts due upon
conversion pursuant to Section 14.02 only, “Trading Day” means a day on which (x) there is no Market Disruption Event and (y) trading in the Common Stock generally occurs on The New York Stock Exchange or, if the
Common Stock is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional
securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “Trading Day” means a Business Day. 

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

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

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

  
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 “unit of Reference Property” shall have the meaning specified in Section
14.07(a). 
 “Valuation Period” shall have the meaning specified in Section 14.04(c). 

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

Section 1.02. References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect of, any
Note in the Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to Section 6.04. Unless the context otherwise requires, any express mention of Additional Interest in
any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made. 

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

Section 2.01. Scope of Supplemental Indenture. This Supplemental Indenture amends and supplements the provisions of the Base
Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the
Notes, which may be issued from time to time in accordance herewith, and shall not apply to any other Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Securities specifically
incorporates such changes, modifications and supplements. For all purposes under the Base Indenture, the Notes shall constitute a single series of Securities. The provisions of this Supplemental Indenture shall supersede any conflicting provisions
in the Base Indenture. 
 Section 2.02. Designation and Amount. The Notes are hereby created and authorized as a single series
of Securities under the Base Indenture. The Notes shall be designated as the “1.75% Convertible Senior Notes due 2021.” The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is initially
limited to $172,500,000, subject to Section 2.11 and except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder. 

Section 2.03. Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be
substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of the Indenture. To the extent applicable, the Company and the Trustee, by
their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between the Indenture and a Note, the provisions of the Indenture shall control and govern to the extent
of such conflict. 

  
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 Any Global Note may be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of the Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations
of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any
particular Notes are subject. 
 Any of the Notes may have such letters, numbers or other marks of identification and such notations,
legends or endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special
limitations or restrictions to which any particular Notes are subject. 
 Each Global Note shall represent such principal amount of the
outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal
(including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders
eligible to receive payment is provided for herein. 
 Section 2.04. Date and Denomination of Notes; Payments of Interest and
Defaulted Amounts. (a) The Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and in $1,000 multiples in excess thereof. Each Note shall be dated the date of its authentication and
shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days
actually elapsed in a 30-day month. 
 (b) The person in whose name any Note (or its Predecessor Note) is registered on the Note Register at
the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal amount (including any Fundamental Change Repurchase Price) of
any Note (x) in the 

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

(i) The Company may elect to make payment of any Defaulted Amounts to the persons in whose names the Notes (or their respective
Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the
Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee shall consent to an earlier date), and at the same time
the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted
Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the
Trustee of such special record date and the Trustee, upon written request, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be sent, to each
Holder at its address as it appears in the Note Register, not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Amounts and the special record date therefor having been so given, such Defaulted
Amounts shall be paid to the persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and shall no longer be payable pursuant to the following clause (ii) of
this Section 2.04(c). 

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

Section 2.05. Execution, Authentication and Delivery of Notes. The Notes shall be signed in the name and on behalf of the Company
by the manual or facsimile signature of its Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or any of its Executive or Senior Vice Presidents. 

At any time and from time to time after the execution and delivery of this Supplemental Indenture, the Company may deliver Notes executed by
the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes. 

Notwithstanding anything in the Base Indenture to the contrary, only such Notes as shall bear thereon a certificate of authentication
substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled
to the benefits of the Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been
duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of the Indenture. 
 In case any Officer of the
Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be
the Officers of the Company, although at the date of the execution of this Indenture any such person was not such an Officer. 

Section 2.06. Exchange and Registration of Transfer of Notes; Depositary. (a) The Company shall cause to be kept at the
Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a


  
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reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The
Company may appoint one or more co-Note Registrars in accordance with Section 4.02. 
 Upon surrender for registration of transfer of any
Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.06, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount. 
 Notes may be
exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are
so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. 

All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the
Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, the Trustee, the Note Registrar or any co-Note Registrar
and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. 
 No service charge shall be imposed by the
Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue
or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or
registration of transfer. 
 None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or
register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for
repurchase (and not withdrawn) in accordance with Article 15. 
 All Notes issued upon any registration of transfer or exchange of Notes in
accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture as the Notes surrendered upon such registration of transfer or exchange. 

(b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth
paragraph from the end of Section 2.06(c) all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the 

  
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name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected
through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture and the procedures of the Depositary therefor. 

(c) Notwithstanding any other provisions of this Indenture (other than the provisions set forth in this 2.06(c)), a Global Note may not be
transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph. 

The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to
act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for
Cede & Co. 
 If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as
depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days,
(iii) an Event of Default with respect to the Notes has occurred and is continuing and a Holder requests that such Note be issued as a Physical Note to the beneficial owner as directed by the Holder or (iv) the Company, and the Trustee
otherwise so agree, the Company shall execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a
Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each
beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee
such Global Notes shall be canceled. 
 Physical Notes issued in exchange for all or a part of the Global Note pursuant to this 2.06(c)
shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the immediately preceding paragraph,
the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the persons in whose names such Physical Notes are so registered. 

At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon
receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the 

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

None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Section 2.07. Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen,
the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, a new Note, bearing a registration number not contemporaneously outstanding, in
exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall furnish to the Company, to the Trustee and, if applicable, to
such authenticating agent such security or indemnity as may be required by them to save each of them harmless from any loss, liability, cost or expense caused by or connected with such substitution, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof. 

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

  
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 Every substitute Note issued pursuant to the provisions of this Section 2.07 by virtue of the
fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of (but
shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express condition that
the foregoing provisions are exclusive with respect to the replacement, payment, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement, payment, conversion or repurchase of negotiable instruments or other securities without their surrender. 

Section 2.08. Temporary Notes. Pending the preparation of Physical Notes, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon Company Order, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the
Physical Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the Trustee or such
authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and deliver to the Trustee or such authenticating agent
Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02 and the Trustee or
such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until
so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under the Indenture as Physical Notes authenticated and delivered hereunder. 

Section 2.09. Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of
payment, repurchase, registration of transfer or exchange or conversion, if surrendered to any person other than the Trustee (including any of the Company’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation.
All Notes delivered to the Trustee shall be canceled promptly by it in accordance with customary procedures, and no Notes shall be authenticated in exchange therefor except as expressly permitted by any of the provisions of this Supplemental
Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, upon request, shall deliver a certificate of cancellation to the Company, at the Company’s written request in a Company Order. 

  
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 Section 2.10. CUSIP Numbers. The Company in issuing the Notes may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes. The Company shall as soon as reasonably
practicable notify the Trustee in writing of any change in any “CUSIP” numbers for the Notes. 
 Section 2.11. Additional
Notes; Repurchases. The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than
differences in the issue date, the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes
initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have one or more separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an
Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company
may, to the extent permitted by law, directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or
public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or
other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.09 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase. 

ARTICLE 3 

SATISFACTION AND DISCHARGE 

Section 3.01. Applicability of Article VIII of the Base Indenture. This Article 3 shall supersede Article VIII of the Base
Indenture, and all references in the Base Indenture to Article VIII shall be deemed, for the purposes of the Notes, to be references to this Article 3. 

Section 3.02. Satisfaction and Discharge. The Indenture shall upon request of the Company contained in an Officer’s
Certificate cease to be of further effect, and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Supplemental Indenture, when
(a) (i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.07 and (y) Notes for whose payment
money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have been irrevocably delivered to the Trustee for
cancellation; or (ii) the Company shall have deposited with the Trustee or delivered to 

  
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Holders, as applicable, at or after the Notes have become due and payable, whether on the Maturity Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash or cash, shares
of Common Stock (or, if applicable, Reference Property) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable under this
Indenture by the Company; (b) the Company has paid all other sums payable hereunder and (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Supplemental Indenture, the obligations of the Company to the Trustee under Section 7.7 of
the Base Indenture shall survive. 
 ARTICLE 4 

PARTICULAR COVENANTS OF THE COMPANY 

Section 4.01. Payment of Principal and Interest. This Section 4.01 shall supersede Section 4.1 of the Base Indenture,
and all references in the Base Indenture to Section 4.1 shall be deemed, for the purposes of the Notes, to be references to this Section 4.01. The Company covenants and agrees that it will cause to be paid the principal (including the
Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes. 

Section 4.02. Maintenance of Office or Agency. The Company will maintain in the United States of America, an office or agency
where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be made. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency (except if any such location is an office
of the Trustee). If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof (if required), such presentations, surrenders, notices and demands may be made at the
Corporate Trust Office or the office or agency of the Trustee in the United States of America so designated by the Trustee as a place where such presentations, surrenders, notices and demands may be made. 

The Company may also from time to time designate as co-Note Registrars one or more other offices or agencies where the Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the
United States of America for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying
Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable. 

  
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 The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar,
Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the United States of America where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or for
conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be made; provided, however, that the Corporate Trust Office shall not be an office or agency of the Company for the purpose of
service of legal process on the Company. 
 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office. The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.8 of the Base Indenture, a Trustee, so that there shall at all times be a Trustee hereunder. 

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

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

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

(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the
Trustee all sums so held in trust. 
 Notwithstanding anything in the Base Indenture to the contrary, the Company shall, on or before each
due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Fundamental Change
Repurchase Price, if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action; provided that if such deposit is made on the due
date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date. 
 (b) Notwithstanding anything in
the Base Indenture to the contrary, if the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the
Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due. 


  
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 (c) Anything in the Base Indenture or this Section 4.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Supplemental Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any
Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying
Agent shall be released from all further liability but only with respect to such sums or amounts. 
 (d) Notwithstanding anything in the
Base Indenture to the contrary, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and
unpaid interest on, and the consideration due upon conversion of, any Note and remaining unclaimed for two years after such principal (including the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion
has become due and payable shall, subject to applicable abandoned property law, be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and
the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money or other consideration, as applicable,
and all liability of the Company as trustee thereof, shall thereupon cease. 
 (e) Upon any Event of Default pursuant to Section 6.02(h) or
Section 6.02(i), the Trustee shall automatically be the Paying Agent. 
 Section 4.05. Existence. Subject to Article 11, the
Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. 

Section 4.06. Reports. (a) The Company shall file with the Trustee, within 15 days after the same are required to be filed
with the Commission, copies of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange
Act or any similar or successor grace period). For the avoidance of doubt, the Company need not so file or otherwise provide the Trustee or any Holder with any material or information for which the Company has received, or has requested and not been
denied, confidential treatment by the Commission. Any such document or report that the Company files with the Commission via the Commission’s EDGAR system (or any successor thereto) shall be deemed to be filed with the Trustee for purposes of
this Section 4.06 at the time such documents are filed via the EDGAR system or any successor thereto. The Trustee shall have no responsibility to determine if such filing has occurred. 

  
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 (b) Delivery of the reports and documents described in subsection (a) above to the Trustee
is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with
any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). 

Section 4.07. Intentionally Omitted. 

Section 4.08. Statement as to Defaults. The Company shall deliver to the Trustee, as soon as possible, and in any event within 30
days after the occurrence of any Event of Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof.

 ARTICLE 5 

LISTS OF HOLDERS AND REPORTS BY THE
COMPANY AND THE TRUSTEE 
 Section 5.01. Lists of Holders. The
Company covenants and agrees that it will furnish or cause to be furnished to the Trustee and the Paying Agent, upon the request of the Trustee, semi-annually, not more than 15 days after each June 1 and December 1 in each year beginning
with December 1, 2016 and at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely
provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in
order to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished so long as the Trustee is acting as Note Registrar. 

Section 5.02. Preservation and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list
furnished to it as provided in Section 5.01 upon receipt of a new list so furnished. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01. Applicability of Article VI of the Base Indenture. Article VI of the Base Indenture shall not apply to the Notes.
Instead, the provisions set forth in this Article 6 shall, with respect to the Notes, supersede in its entirety Article VI of the Base Indenture, and all references in the Base Indenture to Article VI thereof and the provisions therein, as the case
may be, shall, with respect to the Notes, be deemed to be references to this Article 6 and the applicable provisions set forth in this Article 6, respectively. 

  
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 Section 6.02. Events of Default. Each of the following events shall be an
“Event of Default” with respect to the Notes: 
 (a) default in any payment of interest on any Note when due and payable,
and the default continues for a period of 30 days; 
 (b) default in the payment of principal of any Note when due and payable on the
Maturity Date, upon any required repurchase, upon declaration of acceleration or otherwise; 
 (c) failure by the Company to comply with its
obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right and such failure continues for five Business Days; 

(d) failure by the Company to issue a Fundamental Change Company Notice in accordance with Section 15.02(c) or notice of a specified corporate
event in accordance with Section 14.01(b)(ii) or 14.01(b)(iii), in each case when due; 
 (e) failure by the Company to comply with its
obligations under Article 11; 
 (f) failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25%
in principal amount of the Notes then outstanding has been received by the Company to comply with any of its other agreements contained in the Notes or this Supplemental Indenture; 

(g) default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under
which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $30,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary,
whether such indebtedness now exists or shall hereafter be created (i) resulting in such debt becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such indebtedness when due and
payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period, if such default is not cured or waived, or such acceleration is not rescinded
within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding, in accordance with this Supplemental Indenture; 

(h) the Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an any such involuntary case or
other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; 

  
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 (i) an involuntary case or other proceeding shall be commenced against the Company or any
Significant Subsidiary seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and
unstayed for a period of 30 consecutive days; or 
 (j) a final judgment or judgments for the payment of $30,000,000 (or its foreign
currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Company or any Subsidiary of the Company, which judgment is not discharged, paid, bonded, waived or stayed within 60 days after
(i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished. 

Section 6.03. Acceleration; Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.02(h) or Section 6.02(i) with respect to the Company and not involving solely one or more of the Company’s Subsidiaries), unless
the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if
given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable,
anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.02(h) or Section 6.02(i) with respect to the Company occurs and is continuing, 100% of the principal of, and accrued
and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. 
 The immediately preceding
paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any and all Notes that shall have become due otherwise
than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such principal at the rate provided in Section 2.04(c)) and amounts due to the Trustee pursuant to Section 7.7 of the Base Indenture, and if
(1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Supplemental Indenture, other than the


  
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nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.10,
then and in every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all
Defaults or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Supplemental Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding anything to the contrary
herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or
accrued and unpaid interest on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion of the Notes. 

Section 6.04. Additional Interest. Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the
Company elects, the sole remedy for an Event of Default relating to (i) the failure by the Company to file with the Trustee pursuant to Section 314(a)(1) of the TIA any documents or reports that the company is required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act or (ii) the Company’s failure to comply with its obligations as set forth in Section 4.06 (the obligations described in clauses (i) and (ii), the
“Reporting Obligations”) shall, for the first 365 days after the occurrence of such an Event of Default, consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum
of the principal amount of the Notes outstanding for the first 180 days during which such Event of Default has occurred and is continuing, beginning on, and including, the date on which such an Event of Default first occurs and
(ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the next 185-day period during which such Event of Default is continuing, beginning on, and including, the 181st day after such Event of Default
first occurred. 
 If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates as the
stated interest payable on the Notes. On the 366th day after such Event of Default (if the Event of Default relating to the Company’s failure to comply with the Reporting Obligations is not cured or waived prior to such 366th day), the Notes
shall be immediately subject to acceleration as provided in Section 6.03. The provisions of this Section 6.04 will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s failure
to comply with its obligations as set forth in Section 4.06. In the event the Company does not elect to pay Additional Interest following an Event of Default relating to the Reporting Obligations in accordance with this Section 6.04 or the Company
elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.03. 

In order to elect to pay Additional Interest as the sole remedy during the first 365 days after the occurrence of any Event of Default
relating to the Company’s failure to comply with the 

  
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Reporting Obligations, in accordance with this Section 4.06, the Company must provide written notice to all Holders of the Notes, the Trustee and the Paying Agent of such election prior to the
beginning of such 365-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 6.03. 

Notwithstanding anything to the contrary in this Indenture or the Notes, in no event shall Additional Interest accrue under the terms of this
Indenture at a rate per year in excess of 0.50%, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. 

Section 6.05. Payments of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01
shall have occurred and be continuing, the Company shall, upon demand of the Trustee, unless such demand is prohibited by law, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for
principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee
under Section 7.7 of the Base Indenture. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law
out of the property of the Company or any other obligor upon the Notes, wherever situated. 
 In the event there shall be pending
proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code, or any other applicable law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Company or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings
relative to the Company or such other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.05, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions
as it may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute
the same after the deduction of any amounts due to the Trustee under Section 7.7 of the Base Indenture; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is


  
 27 








 
hereby authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due it for compensation, reasonable expenses, advances and disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under Section 7.7 of the Base
Indenture, incurred by it up to the date of such distribution. To the extent that such payment of compensation, reasonable expenses, advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the
same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under
any plan of reorganization or arrangement or otherwise. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding. 
 All rights of action and of asserting claims under this Supplemental Indenture, or under any of the Notes,
may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the compensation, reasonable expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes. 
 In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this
Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such proceedings. 

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or
abandoned because of any waiver pursuant to Section 6.10 or any rescission and annulment pursuant to Section 6.03 or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Holders
and the Trustee shall, subject to any determination in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Holders and the Trustee shall continue as
though no such proceeding had been instituted. 
 Section 6.06. Application of Monies Collected by Trustee. Any monies or
property collected by the Trustee pursuant to this Article 6 with respect to the Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the distribution of such monies or property, upon presentation of the
several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid: 

  
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 First, to the payment of all amounts due the Trustee under Section 7.7 of the Base
Indenture; 
 Second, in case the principal of the outstanding Notes shall not have become due and be unpaid, to the payment of
interest on, and any cash (or, if applicable, other property) due upon conversion of, the Notes in default in the order of the date due of the payments of such interest and cash (or, if applicable, other property) due upon conversion, as the case
may be, with interest (to the extent that such interest has been collected by the Trustee) upon such overdue payments at the rate provided in Section 2.04(c), such payments to be made ratably to the persons entitled thereto; 

Third, in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment
of the whole amount (including, if applicable, the payment of the Fundamental Change Repurchase Price and any cash (or, if applicable, other property) due upon conversion) then owing and unpaid upon the Notes for principal and interest, if any, with
interest on the overdue principal and, to the extent that such interest has been collected by the Trustee, upon overdue installments of interest as provided in Section 2.04(c), and in case such monies shall be insufficient to pay in full the whole
amounts so due and unpaid upon the Notes, then to the payment of such principal (including, if applicable, the Fundamental Change Repurchase Price and the cash due upon conversion) and interest without preference or priority of principal over
interest, or of interest over principal or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal (including, if applicable, the Fundamental Change
Repurchase Price and any cash due upon conversion) and accrued and unpaid interest; and 
 Fourth, to the payment of the remainder,
if any, to the Company. 
 Section 6.07. Proceedings by Holders. Except to enforce the right to receive payment of principal
(including, if applicable, the Fundamental Change Repurchase Price) or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no Holder of any Note shall have any right by virtue of or by availing of
any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or the Notes, or for the appointment of a receiver, trustee, liquidator, custodian or other similar
official, or for any other remedy hereunder, unless: 
 (a) such Holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof, as herein provided; 
 (b) Holders of at least 25% in aggregate principal amount of the
Notes then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; 

(c) such Holders shall have offered to the Trustee such security or indemnity satisfactory to it against any loss, liability or expense to be
incurred therein or thereby; 

  
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 (d) the Trustee for 60 days after its receipt of such notice, request and offer of such security
or indemnity, shall have neglected or refused to institute any such action, suit or proceeding; and 
 (e) no direction that, in the opinion
of the Trustee, is inconsistent with such written request shall have been given to the Trustee by the Holders of a majority of the aggregate principal amount of the Notes then outstanding within such 60-day period pursuant to Section 6.10, 

it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee that
no one or more Holders shall have any right in any manner whatever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this Supplemental Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders (except as otherwise provided herein). For the
protection and enforcement of this Section 6.07, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 

Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment or delivery,
as the case may be, of (x) the principal (including the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any, on, and (z) the consideration due upon conversion of, such Note, on or after the
respective due dates expressed or provided for in such Note or in this Supplemental Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, on or after such respective dates against the Company shall
not be impaired or affected without the consent of such Holder. 
 Section 6.08. Proceedings by Trustee. In case of an Event of
Default, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by
action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Supplemental Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by law. 
 Section 6.09. Remedies Cumulative and
Continuing. Except as provided in the last paragraph of Section 2.07, all powers and remedies given by this Article 6 to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any other
powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Supplemental Indenture, and no delay or
omission of the Trustee or of any Holder of any of the Notes to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Default or Event of
Default or any acquiescence therein; and, subject to the provisions of Section 6.07, every power and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders. 

  
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 Section 6.10. Direction of Proceedings and Waiver of Defaults by Majority of Holders.
Subject to the Trustee’s right to receive indemnity or security satisfactory to it from the relevant Holders as described in this Supplemental Indenture, the Holders of a majority of the aggregate principal amount of the Notes at the time
outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with the Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. The Trustee may refuse to follow any direction that conflicts with law or this Indenture or that it determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not such direction is unduly prejudicial to such Holder), or that would involve the Trustee in personal liability provided, however, that the Trustee may take any action it deems proper that is
not inconsistent with any such direction received from Holders of Notes. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of
the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, the
Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a
covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to
their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as
permitted by this Section 6.10, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon. 
 Section 6.11. Notice of Defaults. The Trustee shall, within 90 days
after the occurrence and continuance of a Default of which a Responsible Officer has knowledge, transmit or mail to all Holders as the names and addresses of such Holders appear upon the Note Register, notice of all Defaults known to the Trustee,
unless such Defaults shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Fundamental Change Repurchase Price, if applicable), or
accrued and unpaid interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of the Holders. This Section Section 6.12 shall supersede Section 7.5 of the Base Indenture, and any reference in the Base Indenture to such Section 7.5 thereof
shall be deemed to refer instead to this Section 6.12. The proviso set forth in Section 315(b) of the TIA shall not apply with respect to the Notes. 

  
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 Section 6.12. Undertaking to Pay Costs. All parties to this Indenture agree, and each
Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Supplemental Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 6.12 (to the extent permitted by
law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with
Section 8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Fundamental Change Repurchase Price, if applicable)
on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance with the provisions of Article 14. 

ARTICLE 7 

INTENTIONALLY OMITTED 

ARTICLE 8 

CONCERNING THE HOLDERS 

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

  
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 Section 8.02. Proof of Execution by Holders. Subject to the provisions of Sections
7.1 and 7.2 of the Base Indenture and Section 9.05, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar. The record of any Holders’ meeting shall be proved in the manner provided in Section
9.06. 
 Section 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any
Conversion Agent and any Note Registrar may deem the person in whose name a Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding
any notation of ownership or other writing thereon made by any person other than the Company or any Note Registrar) for the purpose of receiving payment of or on account of the principal of and (subject to Section 2.04) accrued and unpaid interest
on such Note, for conversion of such Note and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. The sole registered
holder of a Global Note shall be the Depositary or its nominee. All such payments or deliveries so made to any Holder at such time, or upon its order, shall be valid, and, to the extent of the sums or shares of Common Stock so paid or delivered,
effectual to satisfy and discharge the liability for monies payable or shares deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture or the Notes, (x) following an Event of Default, any holder of a beneficial
interest in a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other person, such holder’s right to exchange such beneficial interest for
a Physical Note in accordance with the provisions of this Supplemental Indenture, and (y) with respect to any Global Note, nothing in this Indenture shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by any Depositary, as a Holder, with respect to such Global Notes or impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation
of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note. 

Section 8.04. Company-Owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of
Notes have concurred in any direction, consent, waiver or other action under this Supplemental Indenture, Notes that are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company thereof shall be disregarded and deemed not
to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes that a Responsible
Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee
the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or an Affiliate of the Company. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice
of counsel shall be 

  
 33 








 
full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes, if any, known by
the Company to be owned or held by or for the account of any of the above described persons; and, subject to Section 7.1 of the Base Indenture, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of
the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination. 

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

ARTICLE 9 

HOLDERS’ MEETINGS 

Section 9.01. Purpose of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions
of this Article 9 for any of the following purposes: 
 (a) to give any notice to the Company or to the Trustee or to give any directions to
the Trustee permitted under this Supplemental Indenture, or to consent to the waiving of any Default or Event of Default hereunder (in each case, as permitted under this Supplemental Indenture) and its consequences, or to take any other action
authorized to be taken by Holders pursuant to any of the provisions of Article 6; 
 (b) to remove the Trustee and nominate a successor
trustee pursuant to the provisions of Article VII of the Base Indenture; 
 (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.03; or 
 (d) to take any other action authorized to be taken by or on behalf
of the Holders of any specified aggregate principal amount of the Notes under any other provision of this Indenture or under applicable law. 

Section 9.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in
Section 9.01, to be held at such time and at such place 

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

Section 9.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders a person shall (a) be a Holder of
one or more Notes on the record date pertaining to such meeting or (b) be a person appointed by an instrument in writing as proxy by a Holder of one or more Notes on the record date pertaining to such meeting. The only persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 

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

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

Subject to the provisions of Section 8.04, at any meeting of Holders each Holder or proxy holder shall be entitled to one vote for each $1,000
principal amount of Notes held or represented 

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

Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

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

SUPPLEMENTAL INDENTURES 

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

  
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 Section 10.02. Supplemental Indentures Without Consent of Holders. The Company and
the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto, or amend the Notes, for one or more of the following purposes: 

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

(b) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture pursuant to Article 11; 

(c) to add guarantees with respect to the Notes; 

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

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

(g) in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of
Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07 or reasonably deemed necessary by the Company to provide that the Notes are convertible into Reference Property as required by
this Supplemental Indenture; 
 (h) to comply with any requirement of the Commission in connection with the qualification of the Indenture
under the TIA; 
 (i) to appoint a successor Trustee with respect to the Notes; 

(j) to conform the provisions of this Indenture or the Notes to the “Description of Notes” section of the Prospectus Supplement;

 (k) to comply with the rules of any applicable securities depositary, including the Depositary, so long as such amendment does not
adversely affect the rights of any Holder in any material respect; 
 (l) to irrevocably elect or eliminate a Settlement Method or
irrevocably elect a minimum Specified Dollar Amount; 
 (m) to provide for the issuance of additional Notes in compliance with Section 2.11;
or 

  
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 (n) to increase the Conversion Rate as provided for in this Supplemental Indenture. 

Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental
indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own
rights, duties, liabilities or immunities under this Indenture or otherwise. 
 Any supplemental indenture authorized by the provisions of
this Section 10.01 may be executed by the Company and the Trustee without the consent of any Holder of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.03. 

Section 10.03. Supplemental Indentures with Consent of Holders. With the consent (evidenced as provided in Article 8) of the
Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange
offer for, the Notes), the Company and the Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto, or amend the Notes, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or the Notes or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each
Holder of an outstanding Note affected, no such supplemental indenture shall: 
 (a) reduce the amount of Notes whose Holders must consent
to an amendment; 
 (b) reduce the rate of or extend the stated time for payment of interest on any Note; 

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

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

(e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s
obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; 
 (f)
make any Note payable in a currency, or at a place of payment, other than that stated in the Note; 
 (g) change the ranking of the Notes;

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

  
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 Upon the written request of the Company, and upon the filing with the Trustee of evidence of the
consent of Holders as aforesaid and subject to Section 10.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 

Holders do not need under this Section 10.03 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if
such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall provide to the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all
the Holders, or any defect in the notice, will not impair or affect the validity of the supplemental indenture. 
 Section 10.04.
Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 10, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective
rights, limitation of rights, obligations, duties, liabilities and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 

Section 10.05. Notation on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to
the provisions of this Article 10 may, at the Company’s expense, bear a notation as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Notes so modified as to conform to any
modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated upon receipt of Company Order by the Trustee (or an authenticating agent duly
appointed by the Trustee pursuant to Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding. 

Section 10.06. Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee. In addition to the documents required by
Section 17.05, the Trustee shall receive as conclusive evidence an Officer’s Certificate and an Opinion of Counsel stating to the effect that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 10
and is permitted or authorized by this Indenture and is the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms. 

  
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 ARTICLE 11 

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 

Section 11.01. Applicability of Article V of the Base Indenture. Article V of the Base Indenture shall not apply to the Notes.
Instead, the provisions of this Article 11 shall, with respect to the Notes, supersede in their entirety Article V of the Base Indenture, and all references in the Base Indenture to Article V thereof and the provisions therein, as the case may be,
shall, with respect to the Notes, be deemed to be references to this Article 11 or the applicable provisions set forth in this Article 11, respectively. 

Section 11.02. Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.03, the Company shall not
consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another person, unless: 

(a) the resulting, surviving or transferee person (the “Successor Company”), if not the Company, shall be a corporation
organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the
Company under the Notes and this Supplemental Indenture; and 
 (b) immediately after giving effect to such transaction, no Default or Event
of Default shall have occurred and be continuing under this Supplemental Indenture. 
 For purposes of this Section 11.01, the sale,
conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute
all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another person.

 Section 11.03. Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer
or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual
delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if
not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had originally been named herein as the
“Company”. Such Successor Company thereupon may cause to be signed, and either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the 

  
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Trustee shall authenticate upon receipt of Company Order and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the
Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such
consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11, the person named as the “Company” in the first paragraph of this Indenture(or any successor that shall thereafter
have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such person shall be released from its liabilities as obligor and maker of the Notes
and from its obligations under this Indenture and the Notes. 
 In case of any such consolidation, merger, sale, conveyance, transfer or
lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate. 

Section 11.04. Opinion of Counsel to Be Given to Trustee. No such consolidation, merger, sale, conveyance, transfer or lease shall
be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental
indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article 11. 

ARTICLE 12 

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

  
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 ARTICLE 13 

INTENTIONALLY OMITTED 

ARTICLE 14 

CONVERSION OF NOTES 

Section 14.01. Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder
of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or a multiple thereof) of such Note (i) subject to satisfaction of one or more of the
conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding December 1, 2020 and (ii) regardless of the conditions described in Section 14.01(b), on or after
December 1, 2020 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 10.3770 shares of Common Stock (subject to adjustment as provided in
this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). 

(b) (i) Prior to the close of business on the Business Day immediately preceding December 1, 2020, a Holder may surrender all or any
portion of its Notes for conversion at any time during the five Business Day period immediately after any 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes,
as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such
Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The
Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with
appropriate contact information for each. The Company shall determine the Trading Price in accordance with the bids it receives from the Bid Solicitation Agent (if other than the Company). The Bid Solicitation Agent (if other than the Company) shall
have no obligation to determine in the manner described above the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination and provided the names and contact information of three nationally recognized
securities dealers selected by the Company, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000
principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98%
of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the


  
 42 








 
Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day
and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Company is
not acting as Bid Solicitation Agent, and the Company does, when the Company is required to, not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes as provided in the preceding sentence, or if the
Company gives such instructions to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such
determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock
and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at
any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion
Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. 

(ii) If, prior to the close of business on the Business Day immediately preceding December 1, 2020, the Company elects to:

 (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to
a stockholder rights plan of the Company so long as such rights have not separated from the Common Stock) entitling them, for a period of not more than 35 calendar days after the announcement date of such issuance, to subscribe for or purchase
shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of
announcement of such issuance; or 
 (B) distribute to all or substantially all holders of the Common Stock the
Company’s assets, securities or rights to purchase securities of the Company (other than pursuant to a stockholder rights plan of the Company so long as such rights have not separated from the Common Stock), which distribution has a per share
value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, 

then, in either case, the Company shall notify all Holders of the Notes (with a copy to the Trustee and Conversion Agent), the Trustee and the
Conversion Agent (if other than the Trustee) in writing at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for 

  
 43 








 
such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes (with a copy to the Trustee and Conversion Agent) for conversion at
any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not
take place, in each case, even if the Notes are not otherwise convertible at such time. A Holder may not exercise this right if such Holder participates (other than in the case of a share split or share combination) at the same time and upon the
same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.01(b)(ii) without having to convert its Notes as if such Holder held a number of shares of Common Stock
equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. 

(iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the
close of business on the Business Day immediately preceding December 1, 2020, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a
consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets (other than any such transaction
to which the Company is a party solely for the purpose of changing its jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change, all or any portion of a Holder’s Notes may be
surrendered for conversion at any time from or after the effective date of the transaction until 35 Trading Days after such effective date or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase
Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing no later than Business Day following the effective date of such transaction. 

(iv) Prior to the close of business on the Business Day immediately preceding December 1, 2020, a Holder may surrender all
or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2016 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock
for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each
applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after September 30, 2016 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the
Holders, the Trustee and the Conversion Agent if the Notes become convertible in accordance with this clause (iv). 

  
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 Section 14.02. Conversion Procedures; Settlement Upon Conversion.  

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

(i) All conversions for which the relevant Conversion Date occurs on or after December 1, 2020 shall be settled using the
same Settlement Method. 
 (ii) Except for any conversions for which the relevant Conversion Date occurs on or after
December 1, 2020, the Company shall use the same Settlement Method for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different
Conversion Dates. 
 (iii) If the Company elects to deliver a notice (the “Settlement Notice”) of the
Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company, shall deliver such Settlement Notice to converting Holders, the Trustee and the Conversation Agent no later than the close of business on the
Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs on or after December 1, 2020, no later than the Business Day immediately preceding December 1,
2020). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be
deemed to have elected the Combination Settlement in respect of its Conversion Obligation with respect to any conversion on such Conversion Date or during such period. Such Settlement Notice shall specify the relevant Settlement Method and in the
case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of
its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes to be converted shall be deemed to be $1,000.

 (iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of
Notes (the “Settlement Amount”) shall be computed as follows: 
 (A) if the Company elects Physical
Settlement with respect to the Company’s satisfaction of its Conversion Obligation in respect of such 

  
 45 








 
conversion, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate;

 (B) if the Company elects Cash Settlement with respect to the Company’s satisfaction of its Conversion Obligation in
respect of such conversion, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 30 consecutive Trading
Days during the related Observation Period; and 
 (C) if the Company elects (or is deemed to have elected) Combination
Settlement with respect to the Company’s satisfaction of its Conversion Obligation in respect of such conversion, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a
Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive Trading Days during the related Observation Period. 

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

(b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall
(i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date as set forth in Section 14.02(h) and (ii) in the
case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of
the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon
settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if
required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent)
shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such 

  
 46 








 
conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in
respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03, in the case of Physical Notes, or through the applicable procedures of the Depositary, in the case of Global Notes. 

Subject to any applicable procedures of the Depositary with respect to any Global Notes, if more than one Note shall be surrendered for
conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so
surrendered. 
 (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the
“Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the
consideration due in respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, in the case the Company elects Physical Settlement (provided that, with respect to any Conversion Date
following the Regular Record Date immediately preceding the Maturity Date, the Company shall settle any such conversion on the Maturity Date), or on the third Business Day immediately following the last Trading Day of the Observation Period, in the
case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver (or cause to be delivered) to such Holder, or such Holder’s nominee or nominees,
certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. 

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

(e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue
of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Company shall work directly with
its stock transfer agent to effect any delivery of Common Stock in connection with a conversion. 

  
 47 








 (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares
of Common Stock issued upon the conversion of any Note as provided in this Article 14. 
 (g) Upon the conversion of an interest in a Global
Note, the Trustee, or the Custodian at the direction of the Trustee, shall cause a reduction on such Global Note in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through
any Conversion Agent other than the Trustee. 
 (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and
unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any,
to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a
conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close
of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable
on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following
Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately
preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or
(3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the
Maturity Date shall receive the full interest payment due on the Maturity Date regardless of whether their Notes have been converted following such Regular Record Date. 

(i) The person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as of
the close of business on the relevant Conversion Date (in the case of Physical Settlement) or the last Trading Day of the relevant Observation Period (in the case of Combination Settlement), as the case may be. Upon a conversion of Notes, such
person shall no longer be a Holder of such Notes surrendered for conversion. 
 (j) The Company shall not issue any fractional share of
Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (or, if such Conversion Date is not a
Trading Day, the immediately preceding Trading Day), in the case of Physical Settlement, or based on the Daily VWAP for the last Trading Day of the relevant 

  
 48 








 
Observation Period, in the case of Combination Settlement. For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full
number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in
cash. 
 Section 14.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental
Changes. (a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the
circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be
deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to,
and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the
definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). 

(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy the
related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 based on the Conversion Rate as adjusted to reflect the Additional Shares pursuant to the table below; provided,
however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash,
for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000
principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the
third Business Day following the Conversion Date. The Company shall notify the Holders, the Trustee and the Conversion Agent (if not the Trustee) of the Effective Date of any Make-Whole Fundamental Change no later than five Business Days after such
Effective Date. 
 (c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by
reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed to be paid) per share
of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental
Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five consecutive Trading Day period ending on, and including, the Trading
Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. 

  
 49 








 (d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of
any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the
Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the
same manner and at the same time as the Conversion Rate as set forth in Section 14.04. 
 (e) The following table sets forth the number of
Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set forth below: 

 

																																									
	 Stock Price
	 
	 Effective Date
	  	$72.73	 	  	$80.00	 	  	$90.00	 	  	$96.37	 	  	$125.00	 	  	$150.00	 	  	$175.00	 	  	$200.00	 	  	$250.00	 	  	$300.00	 
	 June 13, 2016
	  	 	3.3724	  	  	 	2.8587	  	  	 	2.2149	  	  	 	1.8972	  	  	 	0.9990	  	  	 	0.5970	  	  	 	0.3632	  	  	 	0.2206	  	  	 	0.0738	  	  	 	0.0151	  
	 June 1, 2017
	  	 	3.3724	  	  	 	2.8961	  	  	 	2.2119	  	  	 	1.8772	  	  	 	0.9482	  	  	 	0.5463	  	  	 	0.3200	  	  	 	0.1863	  	  	 	0.0549	  	  	 	0.0073	  
	 June 1, 2018
	  	 	3.3724	  	  	 	2.8800	  	  	 	2.1516	  	  	 	1.7998	  	  	 	0.8500	  	  	 	0.4608	  	  	 	0.2529	  	  	 	0.1366	  	  	 	0.0308	  	  	 	0.0006	  
	 June 1, 2019
	  	 	3.3724	  	  	 	2.7846	  	  	 	2.0039	  	  	 	1.6345	  	  	 	0.6836	  	  	 	0.3304	  	  	 	0.1596	  	  	 	0.0733	  	  	 	0.0069	  	  	 	0.0000	  
	 June 1, 2020
	  	 	3.3724	  	  	 	2.5485	  	  	 	1.6889	  	  	 	1.2992	  	  	 	0.4010	  	  	 	0.1428	  	  	 	0.0471	  	  	 	0.0105	  	  	 	0.0000	  	  	 	0.0000	  
	 June 1, 2021
	  	 	3.3724	  	  	 	2.1230	  	  	 	0.7341	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  	  	 	0.0000	  

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

(i) if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in
the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based
on a 365-day year; 
 (ii) if the Stock Price is greater than $300.00 per share (subject to adjustment in the same manner as
the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and 

(iii) if the Stock Price is less than $72.73 per share (subject to adjustment in the same manner as the Stock Prices set forth
in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate. 

  
 50 








 Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed
13.7494 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04. 
 (f) Nothing in
this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change. 

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

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

					
	CR1 = CR0 ×	  	OS1  	  	
	  	OS0  	  	

 where, 
  

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

 Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the
Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section
14.04(a) is 

  
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declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the
Conversion Rate that would then be in effect if such dividend or distribution had not been declared. 
 (b) If the Company issues to all or
substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan so long as such rights have not separated from the Common Stock) entitling them, for a period of not more than 45
calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula: 

 

					
	CR1 = CR0 ×	  	OS0  +  X	  	
	  	OS0  +  Y	  	

 where, 
  

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

 Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are
issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the
Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If no such rights, options or warrants are issued, or if no such rights, options or warrants are exercised prior to their expiration, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if
such Ex-Dividend Date for such issuance had not occurred. 

  
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 For purposes of this Section 14.04(b) and for the purpose of Section 14.01(b)(ii)(A), in
determining whether any rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive
Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any
consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Company in good faith. 

(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights,
options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances of rights, options or warrants as to which the provisions set
forth in Section 14.04(a) or Section 14.04(b), as applicable, shall apply, (ii) rights issued pursuant to stockholder rights plan (subject to Section 14.11), (iii) dividends or distributions paid exclusively in cash as to which the
provision set forth in Section 14.04(d) shall apply, (iv) distributions of Reference Property in a Merger Event), and (v) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of
Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the
following formula: 
  

					
	CR1 = CR0 ×	  	SP0  	  	
	  	SP0 – FMV  	  	

 where, 
  

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

 Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of
business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared.
Notwithstanding the 

  
 53 








 
foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), then, in lieu of the
foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of
Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Company determines the “FMV” (as
defined above) of any distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the
average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. 

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

					
	CR1 = CR0 ×	  	FMV0 + MP0  	  	
	  	MP0  	  	

 where, 
  

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

 The increase to the Conversion Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period;
provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period, the reference to “10” in the preceding paragraph shall be
deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and such Conversion Date in determining the Conversion Rate and (y), in respect of


  
 54 








 
any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, subject to the immediately succeeding sentence, in respect of any conversion of Notes for any Trading
Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, references in the preceding paragraph related to Spin-Offs with respect to “10” shall be deemed to be replaced with such lesser
number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and such Trading Day in determining the Conversion Rate as of such Trading Day. Further, if the Ex-Dividend Date for such Spin-Off is after the 10th Trading Day
immediately preceding, and including, the end of the Observation Period in respect of a conversion of Notes, references to “10” or “10th” in this paragraph and the preceding paragraph of this Section 14.04(c) related to Spin-Offs
will be deemed to be replaced, solely in respect of that conversion of Notes, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, and including, the last Trading Day of such
Observation Period. If the distribution constituting such Spin-Off is not paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. 

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

  
 55 








 
received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of
Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as
if such rights, options and warrants had not been issued. 
 For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c),
if any dividend or distribution to which this Section 14.04(c) is applicable also includes one or both of: 
 (A) a dividend or distribution
of shares of Common Stock to which Section 14.04(a) is applicable (the “Clause A Distribution”); or 
 (B) a dividend or
distribution of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”), 
 then, in either case,
(1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, as applicable, shall be deemed to be a dividend or distribution to which this Section 14.04(c) is applicable (the “Clause C
Distribution”) and any Conversion Rate adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution, as applicable, shall be
deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.04(a) and Section 14.04(b), as applicable, with respect thereto shall then be made, except that, if determined by the Company
(I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution, as applicable, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A
Distribution or Clause B Distribution, as applicable, shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable” within the meaning of Section 14.04(a) or
“outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 14.04(b), as applicable. 

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

					
	CR1 = CR0 ×	  	SP0  	  	
	  	SP0 – C  	  	

 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;


  
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	SP0	  	=	  	the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
			
	C	  	=	  	the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock.

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

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

 where, 
  

					
	CR0	  	=	  	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
			
	CR’	  	=	  	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
			
	AC	  	=	  	the aggregate value of all cash and any other consideration (as determined by the Company in good faith) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
			
	OS0	  	=	  	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such
tender or exchange offer);


  
 57 









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

 The increase to the Conversion Rate under this Section 14.04(e) will occur at the close of business on the 10th Trading
Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the
relevant Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in the preceding
paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and such Conversion Date in determining the Conversion Rate and (y) in respect of any
conversion of Notes for which Cash Settlement or Combination Settlement is applicable, subject to the immediately succeeding sentence, for any Trading Day that falls within the relevant Observation Period for such conversion and within the 10
Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in this Section 14.04(e) shall be deemed replaced with such
lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and such Trading Day in determining the Conversion Rate as of such Trading Day. Further, if the Trading Day next succeeding the date such
tender or exchange offer expires is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of Notes, references to “10” or “10th” in the preceding paragraph
and this paragraph shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to,
and including, the last Trading Day of such Observation Period. 
 (f) Notwithstanding this Section 14.04 or any other provision of this
Indenture or the Notes, if (u) a Holder converts a Note, (v) Physical Settlement or Combination Settlement applies to such conversion and: (w) a Conversion Rate adjustment described in subsections (a), (b), (c), (d) or (e) of this
Section 14.04 becomes effective on any Ex-Dividend Date, (x) the Conversion Date (in the case of Physical Settlement) or any Trading Day in the related Observation Period (in the case of Combination Settlement) occurs on or after such
Ex-Dividend Date and on or prior to the related Record Date, (y) the Conversion Obligation for such conversion (in the case of Physical Settlement) or the Daily Settlement Amount for such Trading Day (in the case of Combination Settlement)
includes any whole shares of Common Stock and (z) the Holder of such Note would be 

  
 58 








 
treated, on such Record Date, as the record holder of such shares of Common Stock (as set forth in Section 14.02(i) or otherwise) based on an adjusted Conversion Rate for such Ex-Dividend Date,
then, notwithstanding the Conversion Rate adjustment provisions in this Section 14.04, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting Holder with respect to such conversion (in the case of
Physical Settlement) or for such Trading Day (in the case of Combination Settlement). Instead, such Holder shall be treated as if such Holder were, as of such Record Date, the record owner of the shares of Common Stock on an unadjusted basis and
will participate in the related dividend, distribution or other event giving rise to such adjustment. In addition, notwithstanding this Section 14.04 or any other provision of this Indenture or the Notes, if a Holder converts a Note and: (x) as
of the Conversion Date for such Note (in the case of Physical Settlement) or as of any Trading Day in the related Observation Period (in the case of Combination Settlement), the Record Date or Effective Date for any event requiring an adjustment to
the Conversion Rate required by this Section 14.04 has occurred but such Conversion Rate adjustment has not yet become effective, (y) the Conversion Obligation for such conversion (in the case of Physical Settlement) or the Daily Settlement
Amount for such Trading Day (in the case of Combination Settlement) includes any whole shares of Common Stock and (z) such shares of Common Stock are not entitled to participate in such event (whether because the Holder of such Note would be
not treated as the record holder of such shares of Common Stock as described under Section 14.02(i) or otherwise), then, for purposes of such conversion, the Company shall, without duplication, give effect to such Conversion Rate adjustment on such
Conversion Date (in the case of Physical Settlement) or on such Trading Day (in the case of Combination Settlement). 
 (g) Except as stated
herein, the Company shall not adjust the Conversion Rate for the issuance of shares of the Common Stock or any securities convertible into or exchangeable for shares of the Common Stock or the right to purchase shares of the Common Stock or such
convertible or exchangeable securities. 
 (h) In addition to those adjustments required by subsections (a), (b), (c), (d) and (e) of this
Section 14.04, and to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Company’s securities are then listed, the Company from time to time may (but is not required to) increase the
Conversion Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject to the
applicable rules of any exchange on which any of the Company’s securities are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to
purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding two
sentences, the Company shall send to the Holder of each Note a notice of the increase at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during
which it will be in effect. 

  
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 (i) Except as set forth in this Article 14, the Conversion Rate shall not be required to be
adjusted for any transaction or event. Notwithstanding anything to the contrary in this Article 14, the Conversion Rate shall not be adjusted: 

(i) upon the issuance of any shares of Common Stock below the Conversion Price or otherwise; 

(ii) on account of share repurchases that are not tender offers referred to in Section 14.04(e) above, including structured or
derivative transactions, or pursuant to a share repurchase program approved by the Board of Directors or otherwise. 
 (iii)
upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of
Common Stock under any plan; 
 (iv) upon the issuance of any shares of Common Stock or options or rights to purchase those
shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries; 

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

(vi) for a third-party tender offer by any party other than a tender offer by one or more of the Company’s Subsidiaries as
set forth in subsection (e) of this Section 14.04; 
 (vii) solely for a change in the par value of the Common Stock; or 

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

(j) All calculations and other determinations under this Article 14 shall be made by the Company and shall be made to the nearest one-ten
thousandth (1/10,000th) of a share. Notwithstanding anything to the contrary in this Supplemental Indenture, the Company shall not be required to make an adjustment pursuant to subsections (a), (b), (c), (d) or (e) of this Section 14.04(c)
unless such adjustment would result in a change of at least 1% of the Conversion Rate. However, the Company shall carry forward any adjustments that are less than 1% of the Conversion Rate and make such carried forward adjustments with respect to
the Notes immediately upon the earliest to occur of the following: (1) when all such deferred adjustments not yet made will result in an aggregate change of at least 1% to the Conversion Rate, (2) (x) on the Conversion Date for any
Notes (in the case of Physical Settlement) and (y) on any Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement), (3) on the effective date of any Fundamental Change or Effective Date of any
Make-Whole Fundamental Change and (4) December 1, 2020. 

  
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 (k) Whenever the Conversion Rate is adjusted as herein provided, the Company shall as soon as
reasonably practicable file with the Trustee (and the Conversion Agent if not the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment. Unless and until a Responsible Officer of the Trustee (and the Conversion Agent if not the Trustee) shall have received such Officer’s
Certificate, the Trustee (and the Conversion Agent if not the Trustee) shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in
effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall deliver
such notice of such adjustment of the Conversion Rate to each Holder, the Trustee (and the Conversion Agent if not the Trustee) at its last address appearing on the Note Register of this Supplemental Indenture. Failure to deliver such notice shall
not affect the legality or validity of any such adjustment. 
 (l) For purposes of this Section 14.04, the number of shares of Common Stock
at any time outstanding shall not include shares of Common Stock held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall
include shares of Common Stock issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. 

Section 14.05. Adjustments of Prices. Whenever any provision of this Indenture requires the Company to calculate the Last Reported
Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including an Observation Period and the period for determining the Stock Price for purposes of a Make-Whole Fundamental Change),
the Company shall make appropriate adjustments in its good faith judgment to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date,
Effective Date or expiration date, as the case may be, of the event occurs, at any time during the period when the Last Reported Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated. 

For the avoidance of doubt, the adjustments pursuant to this Section 14.05 shall be made, solely to the extent that the Company in good faith
determines that any such adjustment is necessary, without duplication of any adjustment to the Conversion Rate made pursuant to Section 14.04. 

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

  
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 Section 14.07. Effect of Recapitalizations, Reclassifications and Changes of the
Common Stock.  
 (a) In the case of: 

(i) any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or from par value
to no par value or from no par value to par value, or changes resulting from a subdivision or combination), 
 (ii) any
consolidation, merger or combination involving the Company, 
 (iii) any sale, lease or other transfer to a third party of
the consolidated assets of the Company and the Company’s Subsidiaries substantially as an entirety or 
 (iv) any
statutory share exchange, 
 in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other
property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be
changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock
equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of
Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing person, as the case may be, shall
execute with the Trustee a supplemental indenture permitted under Section 10.02(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the
Merger Event (A) the Company shall continue to have the right to elect Physical Settlement, Cash Settlement, or Combination Settlement, with respect to conversions of Notes in accordance with Section 14.02 and (B) (I) any amount
payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with
Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event, (III) the Daily VWAP shall be calculated based
on the value of a unit of Reference Property and (IV) the conditions to conversion set forth in Section 14.01(b) will be determined as if each reference to a share of Common Stock were instead a reference to a unit of Reference Property. 

If the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of
consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property shall be deemed to be (x) the weighted average of the types and amounts of consideration received by the holders of Common
Stock that 

  
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affirmatively make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of
Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Company shall notify
Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the composition of a unit of Reference Property as soon as reasonably practicable after such determination is made. If the holders of the Common Stock receive only cash in
such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in
an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the cash price paid per share of Common Stock in such Merger Event and
(B) the Company shall satisfy the Conversion Obligation by paying such cash to converting Holders on or before the third Business Day immediately following the relevant Conversion Date. 

Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that
shall be as nearly equivalent as is possible to the adjustments provided for in this Article 14 in a manner that the Company reasonably deems appropriate to preserve the economic interests of Holders. If, in the case of any Merger Event, the
Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a person other than the Company or the successor or purchasing corporation, as the case may be, in such Merger Event,
then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing,
including the provisions providing for the purchase rights set forth in Article 15. 
 (b) When the Company executes a supplemental
indenture pursuant to subsection (a) of this Section 14.07 and in accordance with Section 10.06, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash,
securities or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or
cause to be delivered notice thereof to all Holders. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. 

(c) The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 14.07. None of the foregoing
provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock (or other Reference Property, if applicable) or a combination of cash and shares of Common Stock (or other Reference Property, if
applicable), as applicable, as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Merger Event. 
 (d) The
above provisions of this Section shall similarly apply to successive Merger Events. 

  
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 (e) For purposes of the definition of “Fundamental Change,” upon the consummation of
any Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes Capital Stock after giving effect to such Merger Event. 

Section 14.08. Certain Covenants. (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes
will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. 
 (b)
[Intentionally Omitted]. 
 (c) The Company further covenants that if at any time the Common Stock shall be listed on any national
securities exchange or automated quotation system the Company will use commercially reasonable efforts to list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable
upon conversion of the Notes. 
 Section 14.09. Responsibility of Trustee. The Trustee and any other Conversion Agent shall not
at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to
the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall
not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and
any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates
or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the
foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or
amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 7.1 of the Base Indenture, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which
the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated
by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b) with respect to the
commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, 

  
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and the Company agrees to deliver such notices to the Trustee and the Conversion Agent reasonably promptly after the occurrence of any such event or at such other times as shall be provided for
in Section 14.01(b). 
 Section 14.10. Intentionally Omitted. 

Section 14.11. Stockholder Rights Plans. If the Company has a stockholder rights plan in effect upon conversion of the Notes, each
share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each
case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the
provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section
14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights. 
 Section 14.12.
Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion
Date, such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the
Designated Institution must agree to timely deliver, in exchange for such Notes, the cash, shares of Common Stock (or Reference Property, if applicable) or combination of cash and shares of Common Stock (or Reference Property, if applicable), at the
Company’s election, that would otherwise be due upon conversion as set forth in Section 14.02 above and in respect of which the Company has notified converting Holders. If the Company makes the election described above, the Company shall, by
the close of business on the second Business Day following the relevant Conversion Date, notify the Holder (with a copy to the Trustee and the Conversion Agent (if not the Trustee)) surrendering Notes for conversion that it has made such election.
In addition, the Company shall concurrently notify the Designated Institution of the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. 

(b) If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon
conversion to the Conversion Agent, or if the Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 14.02(c), convert such Notes into cash, shares of Common Stock (or Reference
Property, if applicable) or combination of cash and shares of Common Stock, at the Company’s election, in accordance with the provisions of Section 14.02. 

(c) For the avoidance of doubt, in no event will the Company’s designation of a Designated Institution pursuant to this Section 14.12
require the Designated Institution to accept any Notes for exchange. 

  
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 ARTICLE 15 

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

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

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

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

(ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental
Change Repurchase Notice (together with all necessary endorsements for transfer) at the office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case
such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. 
 The Fundamental Change
Repurchase Notice in respect of any Notes to be repurchased shall state: 
 (i) in the case of Physical Notes, the
certificate numbers of the Notes to be delivered for repurchase; 

  
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 (ii) the portion of the principal amount of Notes to be repurchased, which must
be a minimum denomination of $1,000 or a multiple thereof; and 
 (iii) that the Notes are to be repurchased by the Company
pursuant to the applicable provisions of the Notes and this Supplemental Indenture; 
 provided, however, that if the Notes are Global Notes,
the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. 
 Notwithstanding anything herein to the
contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the
close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. 

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of
withdrawal thereof. 
 (c) On or before the 20th calendar day after the occurrence of the effective date of a Fundamental Change, the
Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of
the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of Physical Notes, such notice shall be delivered by first class mail or, in the case of Global Notes, such notice shall be
delivered in accordance with the applicable procedures of the Depositary. Each Fundamental Change Company Notice shall specify: 

(i) the events causing the Fundamental Change; 

(ii) the effective date of the Fundamental Change; 

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

(iv) the Fundamental Change Repurchase Price; 

(v) the Fundamental Change Repurchase Date; 

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

(vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate as a result of such Fundamental Change;


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

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

No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the
validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. 
 At the Company’s request to the Trustee
no less than seven days (or such shorter period as agreed by the Trustee) before the date on which such notice is to be sent, the Trustee shall give such notice in the Company’s name and at the Company’s expense; provided,
however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. 
 (d) Notwithstanding
the foregoing, the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the
requirements for an offer made by the Company as set forth above, and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the
requirements for an offer made by the Company as set forth above. 
 (e) Notwithstanding the foregoing, the Company shall not be required to
give such notice or repurchase the Notes as described above upon a Fundamental Change pursuant to clause (b) of the definition thereof if (1) such Fundamental Change results in the Notes becoming convertible (pursuant to
Section 14.07) into an amount of cash per Note greater than the Fundamental Change Repurchase Price (assuming the maximum amount of accrued interest would be payable based on the latest possible Fundamental Change Repurchase Date) and
(2) the Company provides timely notice of the Holders’ right to convert their Notes based on such Fundamental Change as described in Section 14.01(b)(iii). 

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

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

(ii) if Physical Notes have been issued, the certificate number of the Note in respect of which such notice of withdrawal is
being submitted, and 
 (iii) the principal amount, if any, of such Note that remains subject to the original Fundamental
Change Repurchase Notice, which portion must be in principal amounts of $1,000 or a multiple thereof; 
 provided, however, that if the Notes
are Global Notes, the notice must comply with appropriate procedures of the Depositary. 
 Section 15.04. Deposit of Fundamental
Change Repurchase Price. (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04)
at or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of
funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the second Business Day immediately preceding the Fundamental
Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii) the time of book-entry transfer or the delivery of such
Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.02. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any
funds in excess of the Fundamental Change Repurchase Price. 
 (b) If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase
Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the Notes
that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been
made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price and, if applicable, accrued
and unpaid interest). 

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

Section 15.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes. In connection with any repurchase offer, the
Company will comply with all applicable federal and state securities laws in connection with any offer by the Company to repurchase the Notes so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the
manner specified in this Article 15. 
 ARTICLE 16 

NO OPTIONAL REDEMPTION 

Section 16.01. Applicability of Article III of the Base Indenture. Article III of the Base Indenture shall not apply to the Notes.
Instead the provisions set forth in this Article 16 shall, with respect to the Notes, supersede in its entirety Article III of the Base Indenture, and all references in the Base Indenture to Article III thereof and the provisions therein, as the
case may be, shall, with respect to the Notes, be deemed to be references to this Article 16 or the applicable provisions set forth in this Article 16, respectively. 

Section 16.02. No Optional Redemption. The Notes shall not be redeemable by the Company prior to the Maturity Date, and no sinking
fund is provided for the Notes. 
 ARTICLE 17 

MISCELLANEOUS PROVISIONS 

Section 17.01. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the
Company contained in this Indenture shall bind its successors and assigns whether so expressed or not. 
 Section 17.02. Official
Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or Officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company. 

Section 17.03. Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture as required or permitted
to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if 

  
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given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company with the Trustee) to Nevro
Corp., 1800 Bridge Parkway, Redwood City, CA 94065, Attention: Andrew Galligan, cc: Mike Hall, General Counsel, with a copy, which shall not constitute notice, to Latham & Watkins LLP, 140 Scott Drive, Menlo Park, CA 94025 (fax:
(650) 463-2600), Attention: Brian Cuneo and 885 Third Avenue New York, NY 10022 (fax: (212) 751-4864) Attention: Greg Rodgers. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF or any other widely
used electronic format. The Trustee will not be deemed to have any knowledge of the contents of any notice not actually received by it. 

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

 The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, PDF, facsimile
transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of
such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a
similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks
arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third
parties. 
 Any notice or communication mailed to a Holder shall be mailed to it by first class mail, postage prepaid, at its address as it
appears on the Note Register and shall be sufficiently given to it if so mailed within the time prescribed; provided that notices given to Holders of Global Notes may be given through the facilities of the Depositary, notwithstanding anything
herein to the contrary. 
 Failure to send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with
respect to other Holders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it. 

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

  
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 Notwithstanding anything to the contrary in this Indenture or the Notes, whenever any provision
of this Indenture requires a party to send notice to another party, no such notice need be sent if the sending party and the recipient are the same person acting in different capacities. 

Section 17.04. Governing Law; Jurisdiction. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

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

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have
to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture or the Notes brought in the courts of the State of New York or the courts of the United States located in
the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum. 
 Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to
Trustee. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Supplemental Indenture, the Company shall furnish to the Trustee an Officer’s Certificate and an Opinion of Counsel
stating that such action is permitted by the terms of this Supplemental Indenture and that all conditions precedent thereto have been satisfied. 

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


  
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satisfied; and (d) a statement as to whether or not, in the judgment of such person, such action is permitted by this Indenture and whether or not all conditions precedent to such action
have been satisfied. 
 Notwithstanding anything to the contrary in this Section 17.05, if any provision in this Indenture specifically
provides that the Trustee shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee shall be entitled to, or entitled to request, such Opinion of Counsel. 

Section 17.06. Legal Holidays. In any case where any Interest Payment Date, Fundamental Change Repurchase Date or Maturity Date is
not a Business Day or is a day on which the banking institutions in the city of the office of the Paying Agent are authorized or obligated by law to close or be closed, then any action to be taken on such date need not be taken on such date, but may
be taken on the next succeeding day that is a Business Day and is not a day on which the banking institutions in the city of the office of the Paying Agent are authorized or obligated by law to close or be closed with the same force and effect as if
taken on such Interest Payment Date, Fundamental Change Repurchase Date or Maturity Date, and no interest shall accrue in respect of the delay. Section 10.7 of the Base Indenture shall, with respect to the Notes, be superseded in its entirety
by this Section 17.06, and any reference in the Base Indenture to such Section 10.7 shall, with respect to the Notes, be deemed to refer instead to this Section 17.06. 

Section 17.07. No Security Interest Created. Other than the Trustee’s lien pursuant to Section 7.7 of the Base
Indenture, nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any
jurisdiction. 
 Section 17.08. Benefits of Indenture. Nothing in this Supplemental Indenture or in the Notes, expressed or
implied, shall give to any person, other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy
or claim under this Supplemental Indenture. 
 Section 17.09. Table of Contents, Headings, Etc. The table of contents and the
titles and headings of the articles and sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions
hereof. 
 Section 17.10. Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act
on its behalf and subject to its direction in the authentication and delivery of Notes in connection with the original issuance thereof and transfers and exchanges of Notes hereunder, including under Section 2.05, Section 2.06, Section 2.07, Section
2.08, Section 10.05 and Section 15.04 as fully to all intents and purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver


  
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Notes. For all purposes of this Supplemental 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 of the Base Indenture. 

Any corporation or other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any
corporation or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any corporation or other entity succeeding to the corporate trust business of any authenticating agent, shall
be the successor of the authenticating agent hereunder, if such successor corporation or other entity is otherwise eligible under this Section 17.10, without the execution or filing of any paper or any further act on the part of the parties hereto
or the authenticating agent or such successor corporation or other entity. 
 Any authenticating agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section, the Trustee may appoint a successor authenticating agent (which may be the Trustee), shall give
written notice of such appointment to the Company and shall send 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 Sections 7.2 and 7.3 of
the Base Indenture and Section 8.03 of the Supplemental Indenture and this Section 17.10 shall be applicable to any authenticating agent. 

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

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

By:
                                         
 
 Authorized Signatory 

Section 17.11. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall 

  
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together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be
their original signatures for all purposes. 
 Section 17.12. Severability. In the event any provision of this Indenture or in
the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. 

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

Section 17.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with
accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 
 Section 17.15.
Calculations. Except as otherwise provided herein, the Company shall be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of
the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Daily Settlement Amounts, accrued interest payable on the Notes and the Conversion Rate of the Notes. The Company shall make all these calculations in good faith and, absent
manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company shall provide a schedule of its calculations to each of the Trustee, the Conversion Agent and the Paying Agent, and each of the Trustee, the
Conversion Agent and the Paying Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon the
request of that Holder at the sole cost and expense of the Company. 
 Section 17.16. USA PATRIOT Act. The parties hereto
acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Supplemental Indenture agree that they will provide the Trustee with such information as it may request in order
for the Trustee to satisfy the requirements of the USA PATRIOT Act. 

  
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 Section 17.17. Withholding Taxes. If the Company or other applicable withholding
agent pays withholding taxes or backup withholding on behalf of the Holder or beneficial owner as a result of an adjustment to the Conversion Rate, the Company or other applicable withholding agent may, at its option, set off such payments against
payments of cash and shares of Common Stock on the Note. 
 Section 17.18. Ratification of the Base Indenture. Except as amended
hereby with respect to the Notes, the Base Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and
to the extent herein and therein provided. 
 [Remainder of Page Intentionally Left Blank] 

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

			
	NEVRO CORP.
		
	By:	 	 /s/ Andrew H. Galligan

	Name:	 	Andrew H. Galligan
	Title:	 	Chief Financial Officer
	
	WILMINGTON TRUST, NATIONAL       ASSOCIATION, as Trustee
		
	By:	 	 /s/ Hallie E. Field

	Name:	 	Hallie E. Field
	Title:	 	Assistant Vice President



  








 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [INCLUDE
FOLLOWING LEGEND IF A GLOBAL NOTE] 
 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 

  
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 Nevro Corp. 

1.75% Convertible Senior Note due 2021 
  

			
	No. [        ]	  	                    Initially1
$[            ]

 CUSIP No. [            ] 

Nevro Corp. a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,” which
term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to [CEDE & CO.]2
[            ]3., or registered assigns, the principal sum as set forth in the “Schedule of Exchanges of Notes” attached
hereto, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $172,500,000 in aggregate at any time, in accordance with the rules and procedures of the
Depositary, on June 1, 2021, and interest thereon as set forth below. 
 This Note shall bear interest at the rate of 1.75% per
year from June 13, 2016, or from the most recent date to which interest has been paid or provided for to, but excluding, the next scheduled Interest Payment Date until June 1, 2021. Interest is payable semi-annually in arrears on each
June 1 and December 1, commencing on December 1, 2016, to Holders of record at the close of business on the preceding May 15 and November 15 (whether or not such day is a Business Day), respectively. Accrued interest on this
Note shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of actual days elapsed over a 30-day month. Additional Interest will be payable as set forth in Section 6.04 of the
within-mentioned Supplemental Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to such
Section 6.04, and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made. 

Any Defaulted Amounts shall accrue interest per annum at the rate borne by the Notes from, and including, the relevant payment date to, but
excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in accordance with Section 2.04(c) of the Supplemental Indenture. 

The Company shall pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds
to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Notes) at
the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and its Corporate Trust Office as a place where Notes may be presented
for payment or for registration of transfer and exchange. 
  

	1 	Include if a global note. 


	2 	Include if a global note. 


	3 	Include if a physical note. 


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

This Note, and any claim, controversy or dispute arising under or related to this Note, shall be construed in accordance with and governed
by the laws of the State of New York. 
 In the case of any conflict between this Note and the Indenture, the provisions of the
Indenture shall control and govern. 
 This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating agent under the Indenture. 

[Remainder of page intentionally left blank] 

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

 

			
	NEVRO CORP.
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated: 
  

 

			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	 Wilmington Trust, National Association

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

		
	By:	 	  

		 	Authorized Signatory

 [Signature page to Note] 

  
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 [FORM OF REVERSE OF NOTE] 

Nevro Corp. 
 1.75% Convertible
Senior Note due 2021 
 This Note is one of a duly authorized issue of Notes of the Company, designated as its 1.75% Convertible Senior
Notes due 2021 (the “Notes”), limited to the aggregate principal amount of $172,500,000 all issued or to be issued under and pursuant to an Indenture dated as of June 13, 2016 (the “Base Indenture”), as amended
and supplemented by the First Supplemental Indenture dated as of June 13, 2016 (herein called the “Supplemental Indenture”; the Base Indenture, as amended and supplemented by the Supplemental Indenture, and as it may be further
amended or supplemented from time to time, the “Indenture”), between the Company and Wilmington Trust Bank, National Association, as Trustee (the “Trustee”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate
principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. 

In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by
either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set
forth in the Indenture. 
 Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in
respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect
of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. 

The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the
Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures
modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on
behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. 
 No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay 

  
 5 








 
or deliver, as the case may be, the principal (including the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon conversion of,
this Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein prescribed. 

The Notes are issuable in registered form without coupons in minimum denominations of $1,000 principal amount and $1,000 multiples thereof. At
the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations,
without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as a result of the name of the Holder of the new
Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange. 
 The
Notes are not subject to redemption through the operation of any sinking fund or otherwise. 
 Upon the occurrence of a Fundamental Change,
the Holder has the right, at such Holder’s option exercised in the manner specified in the Indenture, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or
multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price. 
 Subject to the
provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day
immediately preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or a multiple thereof, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, at the
Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture. 

  
 6 








 ABBREVIATIONS 

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

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

  
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 SCHEDULE A 

SCHEDULE OF EXCHANGES OF NOTES 

Nevro Corp. 
 1.75% Convertible
Senior Notes due 2021 
 The initial principal amount of this Global Note is
                     DOLLARS ($[        ]). The following increases or decreases in this Global Note have
been made: 
  

									
	 Date of exchange
	 	 Amount of

decrease in

principal amount

of this Global Note
	 	 Amount of

increase in

principal amount

of this Global Note
	 	 Principal amount

of this Global Note

following such
 decrease or

increase
	 	 Signature of

authorized
 signatory of

Trustee or

    Custodian    

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  



  
 8 








 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 
 To: Nevro Corp.

  

	To:	Wilmington Trust, National Association 

 50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Attention:
Nevro Corp. Administrator 
 The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion
hereof (that is $1,000 principal amount or a multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this
Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned
will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Supplemental Indenture. Any amount required to be paid to the undersigned on account of interest accompanies
this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 
  

			
	Dated:
                                         
                               	  	                                     
                                   
		
		  	                                     
                                   
		  	Signature(s)
		
	                                      
                                         
     	  	
	Signature Guarantee	  	
		
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities
and Exchange Commission Rule 17Ad-15 if shares	  	


  
 1 









			
	 of Common Stock are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.

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


  
 2 








 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 

To: Nevro Corp. 
  

	To:	Wilmington Trust, National Association 

 50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Attention:
Corporate Trust Division – Corporate Finance Unit 
 The undersigned registered owner of this Note hereby acknowledges receipt of a
notice from Nevro Corp. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered
holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated, and
(2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such
Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 

In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: 

 

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


  
 B-1 








 ATTACHMENT 3 

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

  
 1 









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

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

  
 2