EX-4.1




 Exhibit 4.1 
  

 
  

PROOFPOINT, INC. 
 as
Issuer 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Trustee, Note Registrar, Paying Agent, Transfer Agent, 

Authenticating Agent and Conversion Agent 
  

 
 Indenture

 Dated as of August 23, 2019 
  

 
 0.25%
Convertible Senior Notes due 2024 
  
  

 











 TABLE OF CONTENTS 

 

									
	 	 	 	 	 	  	Page	 
		
	ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	 	1	 
				
		 	SECTION 1.01.	 	General	  	 	1	 
		 	SECTION 1.02.	 	Definitions	  	 	2	 
		
	ARTICLE 2 THE SECURITIES	  	 	11	 
				
		 	SECTION 2.01.	 	Designation and Amount	  	 	11	 
		 	SECTION 2.02.	 	Form of Notes	  	 	11	 
		 	SECTION 2.03.	 	Date and Denomination of Notes; Payments of Interest	  	 	12	 
		 	SECTION 2.04.	 	Restrictive Legends	  	 	14	 
		 	SECTION 2.05.	 	Execution, Authentication and Delivery of Notes	  	 	17	 
		 	SECTION 2.06.	 	Exchange and Registration of Transfer of Notes; Depositary	  	 	18	 
		 	SECTION 2.07.	 	Mutilated, Destroyed, Lost or Stolen Notes	  	 	20	 
		 	SECTION 2.08.	 	Temporary Notes	  	 	21	 
		 	SECTION 2.09.	 	Cancellation of Notes Paid, Etc	  	 	22	 
		 	SECTION 2.10.	 	CUSIP Numbers	  	 	22	 
		 	SECTION 2.11.	 	Repurchases	  	 	22	 
		
	ARTICLE 3 FUNDAMENTAL CHANGES AND PURCHASES THEREUPON	  	 	22	 
				
		 	SECTION 3.01.	 	Purchase at Option of Holders Upon a Fundamental Change	  	 	22	 
		 	SECTION 3.02.	 	Effect of Fundamental Change Purchase Notice	  	 	25	 
		 	SECTION 3.03.	 	Withdrawal of Fundamental Change Purchase Notice	  	 	26	 
		 	SECTION 3.04.	 	Deposit of Fundamental Change Purchase Price	  	 	26	 
		 	SECTION 3.05.	 	Notes Purchased in Whole or in Part	  	 	26	 
		 	SECTION 3.06.	 	Covenant to Comply With Applicable Laws Upon Purchase of Notes	  	 	27	 
		 	SECTION 3.07.	 	Repayment to the Company	  	 	27	 
		
	ARTICLE 4 CONVERSION	  	 	27	 
				
		 	SECTION 4.01.	 	Right to Convert	  	 	27	 
		 	SECTION 4.02.	 	Conversion Procedures	  	 	30	 
		 	SECTION 4.03.	 	Settlement Upon Conversion	  	 	31	 
		 	SECTION 4.04.	 	Adjustment of Conversion Rate	  	 	34	 
		 	SECTION 4.05.	 	Certain Other Adjustments	  	 	42	 
		 	SECTION 4.06.	 	Adjustments Upon Certain Fundamental Changes or Redemption Notices	  	 	43	 
		 	SECTION 4.07.	 	Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale	  	 	45	 
		 	SECTION 4.08.	 	Taxes on Shares Issued	  	 	46	 
		 	SECTION 4.09.	 	Reservation of Shares; Shares to be Fully Paid; Compliance With Governmental Requirements; Listing of Common Stock	  	 	46	 
		 	SECTION 4.10.	 	Responsibility of Trustee and Conversion Agent	  	 	47	 
		 	SECTION 4.11.	 	Notice to Holders Prior to Certain Actions	  	 	47	 
		 	SECTION 4.12.	 	Stockholder Rights Plan	  	 	48	 


  
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 TABLE OF CONTENTS 

(Continued) 
  


									
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	ARTICLE 5 DEFAULTS AND REMEDIES	  	 	48	 
				
		 	SECTION 5.01.	 	Events of Default	  	 	48	 
		 	SECTION 5.02.	 	Additional Interest	  	 	50	 
		 	SECTION 5.03.	 	Acceleration	  	 	51	 
		 	SECTION 5.04.	 	Payments of Notes on Default; Suit Therefor	  	 	51	 
		 	SECTION 5.05.	 	Application of Monies Collected by the Agent or the Trustee	  	 	53	 
		 	SECTION 5.06.	 	Proceedings by Holders of Notes	  	 	53	 
		 	SECTION 5.07.	 	Proceedings by Trustee	  	 	54	 
		 	SECTION 5.08.	 	Remedies Cumulative and Continuing	  	 	54	 
		 	SECTION 5.09.	 	Direction of Proceedings and Waiver of Defaults by Majority of Holders of Notes	  	 	55	 
		 	SECTION 5.10.	 	Notice of Defaults	  	 	55	 
		 	SECTION 5.11.	 	Undertaking to Pay Costs	  	 	56	 
		
	ARTICLE 6 MERGER, SALE, CONVEYANCE AND LEASE	  	 	56	 
				
		 	SECTION 6.01.	 	Company May Consolidate, Etc	  	 	56	 
		 	SECTION 6.02.	 	Successor Person Substituted	  	 	57	 
		
	ARTICLE 7 SUPPLEMENTAL INDENTURES	  	 	57	 
				
		 	SECTION 7.01.	 	Amendments or Supplements Without Consent of Holders	  	 	57	 
		 	SECTION 7.02.	 	Amendments, Supplements or Waivers With Consent of Holders	  	 	58	 
		 	SECTION 7.03.	 	Effect of Supplemental Indentures	  	 	59	 
		 	SECTION 7.04.	 	Notation on Notes	  	 	60	 
		 	SECTION 7.05.	 	Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee	  	 	60	 
		
	ARTICLE 8 RESERVED	  	 	60	 
		
	ARTICLE 9 COVENANTS OF THE COMPANY	  	 	60	 
				
		 	SECTION 9.01.	 	Payment of Principal, Premium and Interest	  	 	60	 
		 	SECTION 9.02.	 	Maintenance of Office or Agency	  	 	60	 
		 	SECTION 9.03.	 	Appointments to Fill Vacancies in Trustee’s and the Agent’s Office	  	 	61	 
		 	SECTION 9.04.	 	Provisions as to Trustee	  	 	61	 
		 	SECTION 9.05.	 	Existence	  	 	62	 
		 	SECTION 9.06.	 	Reports by the Company	  	 	62	 
		 	SECTION 9.07.	 	Stay, Extension and Usury Laws	  	 	63	 
		 	SECTION 9.08.	 	Compliance Certificate; Statements as to Defaults	  	 	63	 
		 	SECTION 9.09.	 	Further Instruments and Acts	  	 	63	 
		 	SECTION 9.10.	 	Rule 144A Information	  	 	64	 
		
	ARTICLE 10 LISTS OF NOTEHOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE	  	 	65	 
				
		 	SECTION 10.01.	 	Lists of Noteholders	  	 	65	 
		 	SECTION 10.02.	 	Preservation and Disclosure of Lists	  	 	65	 


  
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 TABLE OF CONTENTS 

(Continued) 
  


									
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	ARTICLE 11 CONCERNING THE TRUSTEE AND THE AGENT	  	 	65	 
				
		 	SECTION 11.01.	 	Duties and Responsibilities of Trustee and Agent	  	 	65	 
		 	SECTION 11.02.	 	Reliance on Documents, Opinions, Etc	  	 	68	 
		 	SECTION 11.03.	 	No Responsibility for Recitals, Etc	  	 	69	 
		 	SECTION 11.04.	 	Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes	  	 	69	 
		 	SECTION 11.05.	 	Monies to be Held in Trust	  	 	69	 
		 	SECTION 11.06.	 	Compensation and Expenses of Trustee and Agent	  	 	69	 
		 	SECTION 11.07.	 	Officers’ Certificate as Evidence	  	 	70	 
		 	SECTION 11.08.	 	Eligibility of Trustee and Agent	  	 	71	 
		 	SECTION 11.09.	 	Resignation or Removal of Trustee	  	 	71	 
		 	SECTION 11.10.	 	Acceptance by Successor Trustee or Agent	  	 	72	 
		 	SECTION 11.11.	 	Succession by Merger, Etc	  	 	73	 
		 	SECTION 11.12.	 	Trustee’s or Agent’s Application for Instructions from the Company	  	 	74	 
		
	ARTICLE 12 CONCERNING THE NOTEHOLDERS	  	 	74	 
				
		 	SECTION 12.01.	 	Action by Noteholders	  	 	74	 
		 	SECTION 12.02.	 	Proof of Execution by Noteholders	  	 	74	 
		 	SECTION 12.03.	 	Who Are Deemed Absolute Owners	  	 	75	 
		 	SECTION 12.04.	 	Company-Owned Notes Disregarded	  	 	75	 
		 	SECTION 12.05.	 	Revocation of Consents; Future Noteholders Bound	  	 	75	 
		
	ARTICLE 13 SATISFACTION AND DISCHARGE	  	 	76	 
				
		 	SECTION 13.01.	 	Satisfaction and Discharge of the Indenture	  	 	76	 
		 	SECTION 13.02.	 	Deposit of Monies to be Held in Trust by Trustee	  	 	76	 
		 	SECTION 13.03.	 	[Reserved]	  	 	77	 
		 	SECTION 13.04.	 	Return of Unclaimed Monies	  	 	77	 
		 	SECTION 13.05.	 	Reinstatement	  	 	77	 
		
	ARTICLE 14 MISCELLANEOUS	  	 	77	 
				
		 	SECTION 14.01.	 	Provisions Binding on Company’s Successors	  	 	77	 
		 	SECTION 14.02.	 	Official Acts by Successor Corporation	  	 	77	 
		 	SECTION 14.03.	 	Addresses for Notices, Etc	  	 	77	 
		 	SECTION 14.04.	 	Governing Law	  	 	78	 
		 	SECTION 14.05.	 	Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee and Agent	  	 	78	 
		 	SECTION 14.06.	 	Payments on Business Days	  	 	79	 
		 	SECTION 14.07.	 	No Security Interest Created	  	 	79	 
		 	SECTION 14.08.	 	[Reserved]	  	 	79	 
		 	SECTION 14.09.	 	Benefits of Indenture	  	 	79	 
		 	SECTION 14.10.	 	Authenticating Agent	  	 	80	 
		 	SECTION 14.11.	 	Calculations	  	 	81	 
		 	SECTION 14.12.	 	Rules by Trustee, Paying Agent and Note Registrar	  	 	81	 
		 	SECTION 14.13.	 	Table of Contents, Headings, Etc	  	 	81	 
		 	SECTION 14.14.	 	Execution in Counterparts	  	 	81	 
		 	SECTION 14.15.	 	Severability	  	 	81	 


  
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 TABLE OF CONTENTS 

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		 	SECTION 14.16.	 	No Recourse Against Others	  	 	81	 
		 	SECTION 14.17.	 	Waiver of Jury Trial	  	 	82	 
		 	SECTION 14.18.	 	Force Majeure	  	 	82	 
		 	SECTION 14.19.	 	U.S.A. Patriot Act	  	 	82	 
		
	ARTICLE 15 REDEMPTION	  	 	82	 
				
		 	SECTION 15.01.	 	Right to Redeem	  	 	82	 
		 	SECTION 15.02.	 	Notices to Trustee	  	 	83	 
		 	SECTION 15.03.	 	Selection of Notes to Be Redeemed	  	 	83	 
		 	SECTION 15.04.	 	Notice of Redemption	  	 	83	 
		 	SECTION 15.05.	 	Effect of Redemption Notice	  	 	84	 
		 	SECTION 15.06.	 	Deposit of Redemption Price	  	 	85	 
		 	SECTION 15.07.	 	Notes Redeemed in Part	  	 	85	 
		 	SECTION 15.08.	 	Effect of Redemptions in Part	  	 	85	 
		 	SECTION 15.09.	 	Conditions to Redemption	  	 	85	 

 EXHIBITS 
  

							
	Exhibit A	 	Form of Note	  	 	A-1	 
	Exhibit B	 	Form of Free Transferability Certificate	  	 	B-1	 


  
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 INDENTURE, dated as of August 23, 2019, among Proofpoint, Inc., a Delaware corporation
(the “Company,” as more fully set forth in Section 1.02), Wells Fargo Bank, National Association, in its capacity as trustee hereunder (the “Trustee,” as more fully set forth in
Section 1.02) and as Note Registrar, Paying Agent, Transfer Agent, Authenticating Agent and Conversion Agent hereunder (each as defined herein and collectively, the “Agent”) (as amended or supplemented from
time to time in accordance with the terms hereof, the “Indenture”). 
 RECITALS 

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 0.25% Convertible Senior Notes due 2024 (the
“Notes”), initially in an aggregate principal amount not to exceed $920,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized
the execution and delivery of this Indenture; and 
 WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note,
the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided for; and 

WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a
duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and to constitute these presents a valid agreement according to its terms, have been done and performed, and the execution
of this Indenture and the issue hereunder of the Notes have in all respects been duly authorized; 
 NOW, THEREFORE, THIS INDENTURE
WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Notes, as follows: 

ARTICLE 1 
 DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION 
 SECTION 1.01.    General. 

The terms defined in Section 1.02 (except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in Section 1.02. All other terms used in this Indenture that are defined in the Securities
Act (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the meanings assigned to such terms in said Securities Act as in force at the date of the execution of this Indenture. The words
“herein,” “hereof,” “hereunder,” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article
1 include the plural as well as the singular. All accounting terms not otherwise defined 











 
herein shall have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of this instrument. 

SECTION 1.02.    Definitions. 

“Additional Interest” has the meaning specified in Section 5.02. 

“Additional Notes” has the meaning specified in Section 2.01. 

“Additional Shares” has the meaning specified in Section 4.06(a). 

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

“Authenticating Agent” has the meaning specified in Section 14.10. 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 

“Bid Solicitation Agent” means the Company or such other Person as may be appointed, from time to time, by the Company to
solicit market bid quotations for the Notes in accordance with Section 4.01(a)(2). 
 “Board of
Directors” means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder. 

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

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is
authorized or required by law or executive order to close or to be closed. 
 “Capital Stock” means, for any entity, any
and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity. 

“Cash Settlement” has the meaning specified in Section 4.03(a). 

  
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 “Clause A Distribution” has the meaning specified in
Section 4.04(c). 
 “Clause B Distribution” has the meaning specified in
Section 4.04(c). 
 “Clause C Distribution” has the meaning specified in
Section 4.04(c). 
 “close of business” means 5:00 p.m. (New York City time). 

“Combination Settlement” has the meaning specified in Section 4.03(a). 

“Commission” means the Securities and Exchange Commission. 

“Common Stock” means the shares of common stock, par value $0.0001 per share, of the Company as such shares of common stock
exist on the date of this Indenture, subject to Section 4.07. 
 “Company” means Proofpoint,
Inc., a Delaware corporation, and subject to the provisions of Article 6, shall include its successors and assigns but not any of their respective Subsidiaries. 

“Company Order” means a written request or order signed in the name of the Company by two Officers of the Company. 

“Conversion Agent” means any conversion agent designated by the Company where Notes may be presented for conversion. The
Conversion Agent shall initially be the Trustee. 
 “Conversion Date” has the meaning specified in
Section 4.02(b). 
 “Conversion Notice” has the meaning specified in
Section 4.02(b). 
 “Conversion Obligation” has the meaning specified in
Section 4.03(a). 
 “Conversion Price” means, in respect of each Note, as of any date, $1,000,
divided by the Conversion Rate as of such date. 
 “Conversion Rate” means, initially, 6.4941 shares of Common Stock
per $1,000 principal amount of Notes, subject to adjustment as set forth herein. 
 “Conversion Redemption Observation
Period” means the 40 consecutive Trading Day period beginning on and including the 41st Scheduled Trading Day immediately preceding the applicable Redemption Date. 

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at 333 S. Grand Avenue, 5th Floor Suite 5A, Los Angeles, CA 90071, Attention: Corporate Trust Services Proofpoint, Inc. Administrator,
except that for purposes of presentation of Notes for transfer or exchange, at maturity or for redemption, such office shall also mean MAC N9300-070, 600 South Fourth Street, Minneapolis, MN 55415, Attention:
Bondholder Communications or such other address as the Trustee may designate from time to time by notice to the 

  
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Noteholders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the
Holders and the Company). 
 “Custodian” means the Paying Agent, as custodian with respect to the Notes (so long as the
Notes constitute Global Notes), or any successor entity. 
 “Daily Cash Amount” has the meaning specified in
Section 4.03(d). 
 “Daily Conversion Value” means, for each of the 40 consecutive Trading Days
during the Observation Period, 2.5% of the product of (i) the applicable Conversion Rate on such Trading Day and (ii) the Daily VWAP of the Common Stock on such Trading Day. 

“Daily Settlement Amount” has the meaning specified in Section 4.03(d). 

“Daily VWAP” means, for each of the 40 consecutive Trading Days during the Observation Period, the per share volume-weighted
average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “PFPT <equity> AQR” (or any successor thereto) 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 Common Stock on such Trading Day, determined using a volume-weighted average method, by a nationally
recognized independent investment banking firm retained for such purpose by the Company). The Daily VWAP will be determined without regard to afterhours trading or any other trading outside of the regular trading session trading hours. 

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

“Defaulted Interest” means any interest on any Note that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date. 
 “Depositary” or “Depository” means, with respect to the Global Notes the Person
specified in Section 2.06 as the Depositary with respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean such
successor Depositary. 
 “Distributed Property” has the meaning specified in Section 4.04(c).

 “Effective Date” has the meaning specified in Section 4.06(c). 

“Event of Default” has the meaning specified in Section 5.01. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


  
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 “Ex-Dividend Date” means, in
respect of any dividend or distribution, the first date upon which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance or distribution. 

“Fiscal Year” means a fiscal year of the Company. 

“Free Trade Date” means the date that is one year after the last date of the original issuance of the Notes. 

“Fundamental Change” will be deemed to have occurred at the time after the Notes are originally issued if any of the
following occurs: 
 (1)    a “person” or “group” within the meaning of Section 13(d) of the
Exchange Act, other than the Company, its Subsidiaries, and its and their employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing more than 50% of the voting power of the Company’s common equity; 

(2)    the consummation of (A) any recapitalization, reclassification or change of the Company’s 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, (B) any share exchange, consolidation or merger
of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than one of the Company’s wholly-owned Subsidiaries; provided, however, that a transaction where the holders of all classes of the Company’s
common equity immediately prior to such transaction (each a “pre-transaction holder”) that is a share exchange, consolidation or merger 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 event shall not be a Fundamental Change, so long as the proportion of the respective ownership of each pre-transaction holder remains substantially the same relative to all other pre-transaction holders immediately following such event; 

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

 (4)    the Common Stock (or other common stock into which the Notes are then convertible) ceases to be listed or
quoted on a national securities exchange in the United States. 
 For purposes of the foregoing definition, any transaction that constitutes
a Fundamental Change pursuant to both clause (1) and clause (2) of the foregoing definition shall be deemed a Fundamental Change solely under clause (2) of such definition. 

  
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 Notwithstanding the foregoing, a Fundamental Change as a result of clause (2) above
will not be deemed to have occurred if at least 90% of the consideration received or to be received by the holders of the Common Stock, excluding cash payments for fractional shares, in connection with the transaction or transactions constituting
the Fundamental Change consists of Publicly Traded Securities and as a result of such transaction or transactions the Notes become convertible into such Publicly Traded Securities, excluding cash payments for fractional shares, subject to the
provisions set forth under Section 4.03 of this Indenture. 
 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
immediately preceding paragraph, 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” has the meaning specified in Section 3.01(b). 

“Fundamental Change Purchase Date” has the meaning specified in Section 3.01(a). 

“Fundamental Change Purchase Notice” has the meaning specified in Section 3.01(a)(i). 

“Fundamental Change Purchase Offer” has the meaning specified in Section 3.01(a). 

“Fundamental Change Purchase Price” has the meaning specified in Section 3.01(a). 

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

“Holder” or “Noteholder” means a Person in whose name a Note is registered. 

“Indenture” means this instrument, as originally executed and as supplemented from time to time by one or more indentures
supplemental hereto. 
 “Initial Notes” has the meaning specified in Section 2.01. 

“Interest Payment Date” means, with respect to the payment of interest on the Notes, each February 15 and August 15
of each year, beginning on February 15, 2020. 
 “Last Reported Sale Price” of the Common Stock on any date means the
closing sale price per share of Common Stock (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. 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 for the Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group, Inc.
or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the mid-point of the last bid and ask prices 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. 

  
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 “Make-Whole Fundamental Change” means any transaction or event that
constitutes a Fundamental Change (determined after giving effect to any exceptions or exclusions to such definition, but without regard to the proviso in clause (2) of the definition of Fundamental Change). 

“Make-Whole Fundamental Change Period” has the meaning specified in Section 4.06(a). 

“Market Disruption Event” means (i) a failure by the primary United States national or regional securities exchange or
market on which the Common Stock is listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day 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. 
 “Merger Event” has the meaning specified in
Section 4.07(a). 
 “Note” or “Notes” has the meaning specified in the first
paragraph of the recitals of this Indenture, and shall include any Additional Notes issued pursuant to Section 2.01 hereof. 

“Note Register” shall have the meaning specified in Section 2.06(a). 

“Note Registrar” shall have the meaning specified in Section 2.06(a). 

“Observation Period” with respect to any Note means (i) if the relevant Conversion Date occurs prior to the 43rd
Scheduled Trading Day prior to August 15, 2024, the 40 consecutive Trading Day period beginning on and including the second Trading Day after the related Conversion Date, (ii) if the relevant Conversion Date occurs on or after the 43rd
Scheduled Trading Day prior to August 15, 2024, the 40 consecutive Trading Days beginning on and including the 41st Scheduled Trading Day immediately preceding August 15, 2024, and (iii) notwithstanding the foregoing, if the relevant
Conversion Date occurs after the date of the issuance of a Redemption Notice as described under Article 15 hereof, but prior to the close of business on the Business Day immediately preceding the applicable Redemption Date,
the Conversion Redemption Observation Period. 
 “Offering Memorandum” means the preliminary offering memorandum dated
August 20, 2019, as supplemented by the related pricing term sheet dated August 20, 2019, relating to the purchase and resale of the Notes. 

“Officer” means, with respect to the Company, the Chief Executive Officer, the President, the Chief Financial Officer, any
Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary. 

  
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 “Officers’ Certificate” means a certificate signed by two Officers of
the Company, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company. 

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

“Opinion of Counsel” means an opinion in writing acceptable to the Trustee or the Agent (as the case may be) signed by legal
counsel, who may be an employee of or counsel to the Company, that is delivered to the Trustee or the Agent, as the case may be. Each such opinion shall include the statements provided for in Section 14.05 if and to the
extent required by the provisions of such Section. 
 “outstanding,” when used with reference to Notes, shall, subject to
the provisions of Sections 2.11 and 12.04, mean, as of any particular time, all Notes authenticated and delivered by the Authenticating Agent under this Indenture, except: 

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

 (b)    Notes, or portions thereof, that have become due and payable and for the payment or repurchase of which monies
in the necessary amount shall have been deposited in trust with the 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 Authenticating Agent is presented that any such Notes are held by
protected purchasers in due course; and 
 (d)    Notes converted pursuant to Article 4. 

“Paying Agent” shall have the meaning specified in Section 9.02. 

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

“Physical Notes” means certificated Notes in definitive form that are not Global Notes. 

“Physical Settlement” has the meaning specified in Section 4.03(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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 “Publicly Traded Securities” means shares of common stock traded on a
national securities exchange in the United States or which will be so traded or quoted when issued or exchanged in connection with a Fundamental Change. 

“Redemption Date” means the date specified for redemption of the Notes in accordance with the terms of the Notes and
Article 15. 
 “Redemption Notice” has the meaning specified in
Section 15.04. 
 “Redemption Period” has the meaning specified in
Section 15.04. 
 “Redemption Price” has the meaning specified in
Section 15.01. 
 “Regular Record Date” means, with respect to the payment of interest on the
Notes, the February 1 (whether or not a Business Day) immediately preceding an Interest Payment Date on February 15 and the August 1 (whether or not a Business Day) immediately preceding an Interest Payment Date on August 15. 

“Reference Property” has the meaning specified in Section 4.07(a). 

“Resale Restriction Termination Date,” (i) with respect to the Notes, shall have the meaning specified
in the legend set forth in Section 2.04(a), and (ii) with respect to the Common Stock issued upon conversion of the Notes, shall have the meaning specified in the legend set forth in
Section 2.04(b). 
 “Responsible Officer” means, when used with respect to the Trustee or the
Agent (as applicable), any officer within the corporate trust department of the Trustee or the Agent (as applicable), including any vice president, assistant vice president, trust officer or any other officer of the Trustee or the Agent (as
applicable) who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 
 “Rule
144” means Rule 144 under the Securities Act. 
 “Scheduled Trading Day” means a day that is scheduled to be a
Trading Day on the primary United States national securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means
a Business Day. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 
 “Settlement Method” means any of Cash Settlement, Physical Settlement or Combination Settlement. 

  
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 “Significant Subsidiary” of any Person means any “significant
subsidiary” of such Person within the meaning of Article 1, Rule 1-02(w) of Regulation S-X promulgated under the Securities Act. 

“Spin-Off” has the meaning specified in Section 4.04(c).

 “Stated Maturity” means, with respect to any Note and the payment of the principal amount thereof, August 15, 2024.

 “Stock Price” has the meaning specified in Section 4.06(c). 

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

“Trading Day” means, except as otherwise provided in Section 4.03(g), a day on which
(i) trading in the Common Stock generally occurs on The NASDAQ Global Select Market or, if the Common Stock is not then listed on The NASDAQ Global Select Market, on the principal other United States national or regional securities exchange on
which the Common Stock is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, in the principal other market on which the Common Stock is then traded, and (ii) a Last Reported Sale
Price for the Common Stock is available on such securities exchange or market. If the Common Stock (or other security for which a closing sale price must be determined) is not so listed or traded, “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 $2,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company;
provided that, if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but only two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid
Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of the Notes from a nationally recognized securities dealer, then the Trading Price per $1,000
principal amount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. 

“Trading Price Condition” has the meaning specified in Section 4.01(a)(2). 

“Transfer Agent” shall have the meaning specified in Section 9.02. 

“Trigger Event” has the meaning specified in Section 4.04(c). 

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

“U.S.” means the United States of America. 

“Valuation Period” has the meaning specified in Section 4.04(c). 

ARTICLE 2 
 THE
SECURITIES 
 SECTION 2.01.    Designation and Amount. 

The Notes shall be designated as the “0.25% Convertible Senior Notes due 2024.” The aggregate principal amount of Notes that
may be authenticated and delivered under this Indenture is limited to $920,000,000 (the “Initial Notes”), except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Notes
to the extent expressly permitted hereunder. 
 The principal amount of Notes then outstanding shall be payable at Stated Maturity. 

The Company may, without the consent of the Holders of the Notes, hereafter issue additional Notes (“Additional Notes”) under
this Indenture with the same terms (other than payment by the purchaser of interest accrued from the date hereof or the most recent Interest Payment Date, as applicable, to but excluding the issue date of such Additional Notes) and with the same
CUSIP numbers (except to the extent necessary for securities law purposes) as the Initial Notes in an unlimited aggregate principal amount; provided that such Additional Notes must be fungible with the Initial Notes for federal income tax
purposes. Any such Additional Notes shall constitute a single series together with the Initial Notes for all purposes hereunder, including, without limitation, for purposes of any waivers, supplements or amendments to this Indenture requiring the
approval of Holders of the Notes and any offers to purchase the Notes. 
 SECTION 2.02.    Form of Notes. 

The Notes and the Authenticating Agent’s certificate of authentication to be borne by such Notes shall be substantially in the respective
forms set forth in Exhibit A, which are incorporated in and made a part of this Indenture. 
 Any Global Note may be endorsed with or
have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any
regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular Notes are subject. 

  
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 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 this Indenture, or as may be required to comply with
any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate
any special limitations or restrictions to which any particular Notes are subject. 
 Any 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, 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 Transfer Agent or the Custodian, at the direction of the Paying Agent, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of
principal, accrued and unpaid interest, and premium, if any (including any Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), 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. 
 The Form of Note,
the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer shall be substantially as set forth in Exhibit A hereto and Attachments 1, 2 and 3 thereto, respectively, which are incorporated
into and shall be deemed a part of this Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company
executing such Notes, as evidenced by their execution of the Notes. 
 SECTION 2.03.    Date and Denomination of
Notes; Payments of Interest. 
 (a)    The Notes shall be issuable in registered form without coupons in denominations of $1,000
principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes shall
be computed on the basis of a 360-day year comprised of twelve 30-day months. 

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. Interest shall be payable at the office or agency of the Company maintained by the Company for such purposes, which shall
initially be the Corporate Trust Office of the Trustee. The Company shall pay interest (a) on any Notes in certificated form (i) to Holders holding Notes in an 

  
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aggregate principal amount of $1,000,000 or less, by check mailed to that Person and (ii) to Holders holding Notes in an aggregate principal amount of $1,000,000 or more, by wire transfer in
immediately available funds to that Person’s account within the United States (which account is specified in writing by such Person at least three Business Days prior to such payment), which application shall remain in effect until such Person
notifies, in writing, the Note Registrar to the contrary, or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. 

Any Defaulted Interest shall forthwith cease to be payable to the Noteholder on the relevant Regular Record Date by virtue of its having been
such Noteholder, and such Defaulted Interest shall be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 

(1)    The Company may elect to make payment of any Defaulted Interest 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 Interest, which shall be fixed in the following manner. The Company shall notify the Trustee and the Paying Agent in
writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 40 days after the receipt by the Trustee and the Paying Agent of such notice, unless the Trustee and the
Paying Agent shall consent to an earlier date), and at the same time the Company shall deposit with the Paying Agent an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Paying Agent 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 Interest as in this clause provided. Thereupon
the Company shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen days and not less than ten days prior to the date of the proposed payment, and not less than ten days after the receipt by
the Trustee and the Paying Agent of the notice of the proposed payment. The Company shall promptly notify the Trustee and the Paying Agent in writing of such special record date and the Trustee and the Paying Agent, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be sent electronically or mailed, first-class postage prepaid, to each Holder at its address as it appears in the Note
Register, not less than ten days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been so mailed, such Defaulted Interest 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 (2) of this Section 2.03. 

(2)    The Company may make payment of any Defaulted Interest 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 and the Paying Agent of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Paying Agent. 

  
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 SECTION 2.04.    Restrictive Legends. 

(a)    Every Note that bears or is required under this Section 2.04(a) to bear the legend set forth in this
Section 2.04(a) (together with any Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section 2.04(b), collectively, the “Restricted
Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.04(a) (including those contained in the legend set forth below), unless such restrictions on transfer shall be eliminated or
otherwise waived by written consent of the Company with written notice to the Trustee and the Paying Agent as provided below. The Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such
restrictions on transfer. As used in this Section 2.04(a) and Section 2.04(b), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any
Restricted Security. 
 Until the Resale Restriction Termination Date, any certificate evidencing such Note (and all securities issued in
exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.04(b), if applicable) shall bear a legend in substantially the
following form (unless such Notes have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the
exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee and the Paying Agent): 

THIS NOTE AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE RESALE RESTRICTION TERMINATION DATE EXCEPT: 

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

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

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

(D)    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 
 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE
(D) ABOVE, THE COMPANY, THE TRUSTEE, AND THE PAYING AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, 

  
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CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 
 THE
“RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF: (A) THE DATE THAT IS ONE YEAR AFTER THE LAST ORIGINAL ISSUANCE DATE OF THE NOTES OR SUCH SHORTER PERIOD OF TIME PERMITTED BY RULE 144 OR ANY SUCCESSOR PROVISION THERETO;
AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW. 
 No transfer of any Note prior to the Resale Restriction
Termination Date will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked. 

Any Note (or security issued in exchange or substitution therefor) (i) as to which such restrictions on transfer shall have expired in
accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or
(iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act may, upon surrender of such Note for exchange to the Note Registrar in accordance
with the provisions of this Section 2.04(a), be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this
Section 2.04(a) and shall not be assigned a restricted CUSIP number. No later than the fifth day immediately following the Free Trade Date, the Company shall cause every beneficial interest in any Note represented by a
Global Note that bears the restricted legend specified in this Section 2.04(a) to be automatically exchanged for beneficial interests in a Global Note that shall not bear such restrictive legend and shall not be assigned a
restricted CUSIP number. To effect such exchange, the Company (A) will deliver to the Depositary an instruction letter for the Depositary’s mandatory exchange process at least 15 days immediately prior to the Free Trade Date and
(B) will deliver to each of the Trustee and the Note Registrar a duly completed free transferability certificate in the form set forth on Exhibit B (the “Free Transferability Certificate”) promptly upon the occurrence of
the Free Trade Date. Upon receipt of the Free Transferability Certificate by the Trustee and the Note Registrar, the legend set forth above shall be deemed removed from each Global Note specified in the Free Transferability Certificate and the
restricted CUSIP number shall be deemed removed from each such Global Note and deemed replaced with an unrestricted CUSIP number, with no further action required by the Company, the Trustee, the Note Registrar, or, if applicable, the Depositary.
Prior to the Company’s delivery of the Free Transferability Certificate and afterwards, the Company, the Trustee, and the Note Registrar will comply with the rules and procedures of the Depositary and otherwise use reasonable efforts to cause
each Global Note to be identified by an unrestricted CUSIP number in the facilities of the Depositary by the Free Trade Date or as promptly as possible thereafter. In addition, on the Free Trade Date or promptly thereafter, the Company, or the
Trustee upon written instruction by the Company, will provide Bloomberg L.P. with a copy of the Free Transferability Certificate and will use reasonable efforts to cause Bloomberg L.P. to adjust its screen page for the Notes to indicate that the
Notes are no longer Restricted Securities and are now identified by an unrestricted CUSIP number. 

  
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 The Company shall promptly notify the Trustee, the Agent, and the Holders in writing after
any registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has been declared effective under the Securities Act. 

(b)    Until the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of such Note
shall bear a legend in substantially the following form (unless the Note or such Common Stock has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be
effective at the time of such transfer, or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or such Common Stock has been issued upon conversion of Notes that have
been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or pursuant to the exemption from registration provided by
Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to the Transfer Agent and any other transfer agent for the Common Stock): 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE RESALE RESTRICTION TERMINATION DATE EXCEPT: 
 (A)    TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, OR 
 (B)    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR 
 (C)    TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR

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

  
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 THE “RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF: (A) THE
DATE THAT IS ONE YEAR AFTER THE LAST ORIGINAL ISSUANCE DATE OF THE COMPANY’S 0.25% CONVERTIBLE SENIOR NOTES DUE 2024 OR SUCH SHORTER PERIOD OF TIME PERMITTED BY RULE 144 OR ANY SUCCESSOR PROVISION THERETO; AND (B) SUCH LATER DATE, IF ANY,
AS MAY BE REQUIRED BY APPLICABLE LAW. 
 Any such Common Stock (i) as to which such restrictions on transfer shall have expired in
accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer or
(iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act may, upon surrender of the certificates representing such shares of Common Stock for
exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by
this Section 2.04(b). 
 (c)    Any Note or Common Stock issued upon the conversion of a Note that is
repurchased or owned by the Company or any of the Company’s Affiliates may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the
Securities Act in a transaction that results in such Note or Common Stock, as the case may be, no longer being a “restricted security” under Rule 144. The Company will cause any Note that is repurchased or owned by the Company to be
surrendered to the Trustee for cancellation. 
 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, Treasurer, Secretary or any of its Vice Presidents. 
 At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Notes executed by the Company to the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, which order shall set forth the number of separate Note
certificates, the principal amount of each of the Notes to be authenticated, the date on which the original issuance of Notes is to be authenticated, the registered Holders of the said Notes and delivery instructions, and the Authenticating Agent in
accordance with such Company Order shall authenticate and deliver such Notes. 
 Only such Notes as shall bear thereon a certificate of
authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose. Such certificate by the Authenticating Agent upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is
entitled to the benefits of this Indenture. 

  
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 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 Authenticating Agent, 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 proper 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 of the
Trustee a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 9.02 being herein sometimes collectively referred to as the “Note
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being
converted into written form within a reasonable period of time. The Company initially appoints the Trustee as “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint
one or more co-registrars in accordance with Section 9.02. 
 Upon
surrender for registration of transfer of any Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.06,
the Company shall execute, and the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and
bearing such restrictive legends as may be required by this Indenture. 
 Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 9.02. Whenever any Notes are so surrendered for
exchange, the Company shall execute, and the Authenticating Agent 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 Transfer Agent, the Paying Agent, the Conversion Agent, the Note Registrar or any co-registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and duly executed by the Holder thereof or its attorney-in-fact duly authorized in writing. 

No service charge shall be charged to the Noteholder for any exchange or registration of transfer of Notes, but the Company, the Agent, or the
Trustee may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange or registration
of transfer of Notes being different from the name of the Holder of the old Notes presented or surrendered for such exchange or registration of transfer. 

  
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 None of the Company, the Trustee, the Agent, the Note Registrar or any co-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 3 hereof. 

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

(b)    So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall
be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not
involve the issuance of a Physical Note shall be effected through the Depositary (but not the Transfer Agent, the Paying Agent, the Trustee or the Custodian) in accordance with this Indenture and the procedures of the Depositary therefor. 

(c)    Members of, or participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Transfer Agent, the Paying Agent, the Trustee and any agent of the Company or the Trustee as
the absolute owner and Holder of such Global Note for all purposes whatsoever. 
 (d)    Notwithstanding any other provisions of this
Indenture (other than the provisions set forth in this Section 2.06), 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 transfers of portions of a Global Note in certificated
form made upon request of a member of, or a participant in, the Depositary (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the
Depositary and in compliance with this Section 2.06. 
 The Depositary shall be a clearing agency registered under
the Exchange Act. The Company initially appoints The Depository Trust Company (“DTC”) 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 Paying Agent as custodian for Cede & Co. Neither the Trustee, the Agent nor any agent thereof shall have any responsibility or liability for any actions taken or
not taken by the Depositary. 
 If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to
continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within
90 days, or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any 

  
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Note requests that its beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Authenticating Agent, upon receipt of an Officers’ Certificate and a
Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding
to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the
aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Paying Agent such Global Notes shall be canceled. 

Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.06(d) shall be
registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Note Registrar. Upon execution and authentication, the Agent 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 Paying Agent in accordance with standing procedures and existing instructions between the Depositary and the
Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased 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 standing procedures and existing instructions between the Depositary and the Custodian, be appropriately reduced or increased,
as the case may be, and an endorsement shall be made on the Schedule of Exchanges of such Global Note, by the Transfer Agent or the Custodian, at the direction of the Paying Agent, to reflect such reduction or increase. 

None of the Company, the Agent, the Trustee nor any agent of the Company, the Agent, 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 Authenticating Agent shall authenticate and deliver, a new Note, bearing a 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 and the 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 Agent 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. 

  
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 The Authenticating Agent may authenticate any such substituted Note and deliver the same
upon the receipt of such security or indemnity as the Trustee, the Agent, and the Company may require. Upon the issuance of any substitute Note, the Company or the Agent may require the payment by the Holder of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Note that has matured or is about to mature or has been tendered for repurchase upon a Fundamental Change or in
connection with an optional redemption or is about to be converted into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, 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, the Transfer Agent, the Paying Agent, the Conversion Agent, 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, including without limitation if a Note is replaced and subsequently presented or claimed for payment and, in every case of destruction, loss or theft, evidence
satisfactory to the Company, the Transfer Agent, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof. 

Every substitute Note issued pursuant to the provisions of this Section 2.07 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 or payment or 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 or payment or conversion of negotiable instruments or other securities without their surrender. 

SECTION 2.08.    Temporary Notes. 

Pending the preparation of Notes in certificated form, the Company may execute and the Authenticating Agent shall, upon written request of the
Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Notes in certificated form 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 Authenticating Agent upon the same conditions and in substantially the
same manner, and with the same effect, as the Notes in certificated form. Without unreasonable delay the Company will execute and deliver to the Authenticating Agent Notes in certificated form (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 9.02 and the Authenticating Agent shall authenticate and


  
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deliver in exchange for such temporary Notes an equal aggregate principal amount of Notes in certificated form. Such exchange shall be made by the Company at its own expense and without any
charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Notes in certificated form authenticated and delivered hereunder. 

SECTION 2.09.    Cancellation of Notes Paid, Etc. 

All Notes surrendered for the purpose of payment, repurchase, conversion, exchange or registration of transfer, shall, if surrendered to the
Company (or any of its agents) or any Paying Agent or any Note Registrar or any Conversion Agent, be surrendered to the Trustee and promptly canceled by it, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures. If the Company shall acquire any of the Notes, such acquisition shall not operate as satisfaction of the Indebtedness represented
by such Notes unless and until the same are delivered to the Trustee for cancellation. 
 SECTION 2.10.    CUSIP
Numbers. 
 In issuing the Notes, the Company may use “CUSIP” numbers (if then generally in use), and, if so, the
Trustee and/or any Agent shall use “CUSIP” numbers in notices issued to Holders of the Notes as a convenience to them; 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 will promptly notify the Trustee and all Agents in writing of any change in the
“CUSIP” numbers. 
 SECTION 2.11.    Repurchases. 

The Company may from time to time repurchase Notes in open market purchases or negotiated transactions, including cash-settled swaps or other
derivatives, whether by the Company or its Subsidiaries, without giving prior notice to Holders. Any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) shall be immediately retired and not be
outstanding for any purpose under this Indenture. 
 ARTICLE 3 

FUNDAMENTAL CHANGES AND PURCHASES THEREUPON 

SECTION 3.01.    Purchase at Option of Holders Upon a Fundamental Change. 

(a)    Generally. If a Fundamental Change occurs at any time prior to August 15, 2024, then each Holder of Notes shall have the
right, at such Holder’s option, to require the Company to purchase for cash any or all of such Holder’s Notes, or any portion of the principal amount thereof, that is equal to $1,000 or a multiple of $1,000, on a date specified by the
Company that is no earlier than the 20th calendar day following the date of, and no later than the 35th calendar day following the date of, delivery of the Fundamental Change Company Notice (as defined


  
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below) (the “Fundamental Change Purchase Date”), at a purchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to, but
excluding, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if a Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest
Payment Date to which such Regular Record Date relates, the interest payable in respect of such Interest Payment Date shall be payable to the Holders of record as of the corresponding Regular Record Date and the Fundamental Change Purchase Price
shall be equal to 100% of the principal amount of the Notes to be purchased pursuant to this Article 3. Any Notes purchased by the Company will be paid for in cash. The requirement for the Company to purchase any Notes on
the Fundamental Change Purchase Date will be subject to extension to comply with applicable law. 
 Purchases of Notes under this
Section 3.01 shall be made, at the option of the Holder thereof, upon: 
 (1)    delivery to
the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Purchase Notice”) in the form set forth on the reverse of the Form of Note as Attachment 2 thereto, if the Notes are Physical Notes, or in compliance
with the Depositary’s procedures for tendering interests in Global Notes, if the Notes are not Physical Notes, in each case prior to the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date; and 

(2)    delivery of the Notes, in the case of Physical Notes, to the Paying Agent appointed by the Company (together with
all necessary endorsements for transfer), or book-entry transfer of the Notes, in compliance with the procedures of the Depositary, such delivery or transfer being a condition to receipt by the Holder of the Fundamental Change Purchase Price
therefor; provided, however, that the Company shall have no obligation to deliver a Fundamental Change Company Notice or to purchase Notes upon a Fundamental Change pursuant to this Article 3 if: 

(A)    a third party delivers such notice and makes a fundamental change purchase offer (a “Fundamental Change
Purchase Offer”) in the manner, at the times and otherwise in compliance with the requirements set forth in this Article 3 applicable to a Fundamental Change Purchase Offer made by the Company and purchases all
Notes properly tendered and not withdrawn under the Fundamental Change Purchase Offer; or 
 (B)    prior to or
simultaneously with the Fundamental Change a Redemption Notice has been given pursuant to Article 15 hereof with respect to a redemption of all outstanding Notes (unless and until there is a default in the payment of the
applicable Redemption Price). 
 The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state:

 (i)    if such Notes are Physical Notes, the certificate numbers of such Notes, or if such Notes are in global form,
the Fundamental Change Purchase Notice must also comply with appropriate procedures of the Depositary; 

  
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 (ii)    the portion of the principal amount of such Notes to be
purchased, which must be $1,000 or a multiple thereof; and 
 (iii)    that such Notes are to be purchased by the
Company pursuant to the applicable provisions of the Notes and this Indenture. 
 A Fundamental Change Purchase Offer may be made in advance
of a Fundamental Change and may be conditional upon the occurrence of a Fundamental Change if a definitive agreement is in place for the Fundamental Change at the time the Fundamental Change Purchase Offer is made. 

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated
by this Section 3.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.03 below. 

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of
withdrawal thereof. 
 (b)    Fundamental Change Company Notice. On or before the 20th calendar day after the occurrence of a
Fundamental Change, the Company shall provide to all Holders of the Notes, the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the
occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail or, in the case of any Global Notes, in accordance with the procedures of the
Depositary for providing notices. Simultaneously with providing such Fundamental Change Company Notice, the Company shall issue a press release containing the information included therein or shall publish such information on the Company’s
website or through such other public medium as the Company may use at such time. 
 Each Fundamental Change Company Notice shall specify:

 (1)    the events causing a Fundamental Change; 

(2)    the date of the Fundamental Change; 

(3)    the last date on which a Holder of Notes may exercise the repurchase right pursuant to this
Article 3; 
 (4)    the Fundamental Change Purchase Price; 

(5)    the Fundamental Change Purchase Date; 

  
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 (6)    the name and address of the Paying Agent and the Conversion
Agent, if applicable; 
 (7)    if applicable, the applicable Conversion Rate and any adjustments to the applicable
Conversion Rate; 
 (8)    if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has
been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture; and 

(9)    the procedures that Holders must follow to require the Company to purchase their Notes. 

No failure of the Company to give the foregoing notices and no defect therein shall limit the purchase rights of the Holders of Notes or
affect the validity of the proceedings for the purchase of the Notes pursuant to this Section 3.01. 

(c)    No Payment During Events of Default. There shall be no purchase of any Notes pursuant to this
Section 3.01 if there has occurred and is continuing an Event of Default with respect to the Notes (other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of the Notes). The
Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the continuance of an Event of Default (other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price
with respect to the Notes) and shall deem canceled any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary, in which case, upon such return and cancellation, the Fundamental Change Purchase Notice
with respect thereto shall be deemed to have been withdrawn. 
 SECTION 3.02.    Effect of Fundamental Change
Purchase Notice. 
 Upon receipt by the Paying Agent of the Fundamental Change Purchase Notice specified in
Section 3.01 hereof, the Holder of the Note in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn in accordance with
Section 3.03 hereof) thereafter be entitled to receive solely the Fundamental Change Purchase Price in cash with respect to such Note. Such Fundamental Change Purchase Price shall be paid to such Holder, subject to receipt
of funds by the Paying Agent, on the later of (x) the Fundamental Change Purchase Date with respect to such Note (provided the conditions in Section 3.01 hereof have been satisfied) and (y) the time of delivery or
book-entry transfer of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01 hereof. 

  
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 SECTION 3.03.    Withdrawal of Fundamental Change Purchase
Notice. 
 A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal
delivered to the Paying Agent in accordance with the Fundamental Change Company Notice at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date, specifying: 

(a)    the principal amount of the Notes with respect to which such notice of withdrawal is being submitted; 

(b)    if Physical Notes have been issued, the certificate numbers of the withdrawn Notes, or if Physical Notes have not
been issued, the notice must comply with appropriate procedures of the Depositary; and 
 (c)    the principal amount, if
any, of such Notes that remains subject to the original Fundamental Change Purchase Notice, which portion must be in principal amounts of $1,000 or a multiple of $1,000. 

The Paying Agent will promptly return to the respective Holders thereof any Physical Notes with respect to which a Fundamental Change Purchase
Notice has been withdrawn in compliance with the provisions of this Section 3.03. 
 SECTION
3.04.    Deposit of Fundamental Change Purchase Price. 
 Prior to 10:00 a.m. (local time in The City of New York)
on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an
amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the Fundamental Change Purchase Price of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. If
the Paying Agent holds money sufficient to pay the Fundamental Change Purchase Price of the Notes for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Indenture on the Fundamental Change Purchase
Date, then as of such Fundamental Change Purchase Date, (a) such Notes will cease to be outstanding and interest will cease to accrue thereon (whether or not book-entry transfer of such Notes is made or such Notes have been delivered to the
Paying Agent) and (b) all other rights of the Holders in respect thereof will terminate (other than the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid interest upon delivery or book-entry transfer of
such Notes). 
 SECTION 3.05.    Notes Purchased in Whole or in Part. 

Any Note that is to be purchased, whether in whole or in part, shall be surrendered at the office of the Paying Agent (with, if the Company or
the Trustee so requires in the case of Physical Notes, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing) and the Company shall execute and the Authenticating Agent shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased. 

  
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 SECTION 3.06.    Covenant to Comply With Applicable Laws Upon
Purchase of Notes. 
 In connection with any offer to purchase Notes under Section 3.01 hereof, the Company
shall, in each case if required, (i) comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be
applicable, (ii) file a Schedule TO or any other required schedule under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under
Section 3.01 to be exercised in the time and in the manner specified in Section 3.01, and shall not be deemed to have breached its obligations under the Indenture by virtue of its compliance with
such securities laws or regulations. 
 SECTION 3.07.    Repayment to the Company. 

To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.04 exceeds the
aggregate Fundamental Change Purchase Price of the Notes or portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase Date, then, following the Fundamental Change Purchase Date, the Paying Agent shall promptly
return any such excess to the Company. 
 ARTICLE 4 

CONVERSION 
 SECTION
4.01.    Right to Convert. 
 (a)    Subject to and upon compliance with the provisions of this Indenture,
each Holder of Notes shall have the right, at such Holder’s option, to convert the principal amount of any such Notes, or any portion of such principal amount equal to $1,000 or an integral multiple of $1,000 thereof, at the Conversion Rate in
effect on the Conversion Date for such Notes (subject to adjustment as provided in this Article 4), (x) prior to the close of business on the Business Day immediately preceding April 15, 2024, only upon satisfaction of one or more of the
conditions described in clauses (1) through (5) below and (y) on or after April 15, 2024, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding August 15, 2024 irrespective of
the conditions described in clauses (1) through (5) below: 
 (1)    Prior to the close of business on the
Business Day immediately preceding April 15, 2024, a Holder of Notes may surrender all or a portion of its Notes for conversion during any calendar quarter (and only during such calendar quarter) commencing after December 31, 2019, if the
Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is
greater than or equal to 130% of the applicable Conversion Price in effect on each applicable Trading Day as determined by the Company. The Company shall notify the Trustee and the Conversion Agent if the Notes become convertible in accordance with
this Section 4.01(a)(1). 
 (2)    Prior to the close of business on the Business Day
immediately preceding April 15, 2024, a Holder of Notes may surrender its Notes for conversion during the five Business Day period after any five consecutive Trading Day period in which the Trading


  
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Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures set forth in this
Section 4.01(a)(2), for each Trading Day of such period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day (the “Trading Price
Condition”). The Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes in accordance with this Section 4.01(a)(2) unless requested by the Company, and the Company shall have no
obligation to make such request unless a Holder of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common
Stock and the applicable Conversion Rate. At such time, the Company shall instruct the Bid Solicitation Agent to determine (or, if the Company is then acting as Bid Solicitation Agent, the Company shall determine) the Trading Price of the Notes
beginning on the next Trading Day and on each successive Trading Day until such Trading Day on which 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 applicable Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain (or, if the Company is then acting as Bid Solicitation Agent, the Company does not obtain) bids when required or (if the Bid
Solicitation Agent is not the Company) the Company so instructs the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than
98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each day the Company or Bid Solicitation Agent, as applicable, fails to do so. If the Trading Price Condition has been met, the Company
shall so notify Holders, the Trustee and the Conversion Agent. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported
Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify Holders, the Trustee and the Conversion Agent. 

(3)    If the Company elects to: 

(A)    issue to all or substantially all holders of Common Stock rights, options or warrants (other than in connection with
a stockholder rights plan prior to the separation of the relevant rights) entitling them for a period of not more than 45 calendar days after the date of such issuance to subscribe for or purchase shares of Common Stock at a price per share 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 Common Stock assets, debt securities or rights to purchase
securities of the Company (other than in connection with a stockholder rights plan prior to the separation of the relevant rights), 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 preceding the date of announcement for such distribution, 

  
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 then, in each case, the Company shall notify the Holders of the Notes at least 50 Scheduled
Trading Days prior to the Ex-Dividend Date for such issuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably
practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, Holders may surrender Notes for conversion at any time until the earlier of the close of
business on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such issuance or distribution will not take place, even if the Notes are not otherwise
convertible at such time. 
 (4)    If a transaction or event that constitutes a Fundamental Change or a Make-Whole
Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to purchase the Notes pursuant to Article 3 hereof, or if the Company is a party to a consolidation, merger, binding share
exchange, or sale, transfer or lease of all or substantially all of the Company’s assets, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, Holders may surrender Notes for conversion at
any time from and after the date which is 50 Scheduled Trading Days prior to the anticipated effective date of such transaction until 35 Trading Days after the actual effective date of such transaction (or, if later, if such transaction also
constitutes a Fundamental Change, until the related Fundamental Change Purchase Date). The Company shall notify Holders, the Conversion Agent (if other than the Trustee) and the Trustee as promptly as practicable following the date the Company
publicly announces such transaction, but in no event (1) less than 50 Scheduled Trading Days prior to the anticipated effective date of such transaction in the case of transactions to which the Company is a party or (2) later than one
Business Day after becoming aware of such transaction in the case of transactions to which the Company is not a party. 

(5)    If, at any time on or after August 20, 2022, the Company calls any or all of the Notes for redemption as
described under Article 15 hereof, Holders of the Notes will have the right to convert their Notes at any time until the close of business on the Business Day immediately preceding the Redemption Date, after which time
Holders will no longer have the right to convert their Notes on account of the Company’s delivery of notice of such redemption, unless the Company defaults in the payment of the Redemption Price. If a Holder elects to convert its Notes in
connection with a Redemption Notice issued by the Company, the Company shall increase the Conversion Rate for the Notes as set forth in Section 4.06. 

Failure by the Company to give any notice required by Section 4.01, or any defect therein, shall not affect the
legality or validity of the relevant transaction or event. 
 (b)    Notes may not be converted after the close of business on the
second Scheduled Trading Day immediately preceding the Stated Maturity. 

  
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 SECTION 4.02.    Conversion Procedures. 

(a)    Each Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the procedures of the
Depositary. 
 (b)    In order to exercise the conversion privilege with respect to any interest in a Global Note, the Holder must
comply with the Depositary’s procedures for converting a beneficial interest in a Global Note and, if required, pay the funds required by Section 4.03(e) and pay any taxes or duties if required pursuant to
Section 4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. In order to exercise the conversion privilege with respect to any Physical Notes, the
Holder of any such Notes to be converted, in whole or in part, shall: 
 (1)    complete and manually sign the conversion
notice provided on the back of the Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; 

(2)    deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; 

(3)    if required, furnish appropriate endorsements and transfer documents, 

(4)    make any payment required under Section 4.03(e); and 

(5)    if required, pay all transfer or similar taxes as set forth in Section 4.08. 

The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.” The
Conversion Agent will, as promptly as possible, and in any event within two Business Days of the receipt thereof, provide the Company and the Trustee with notice of any conversion by a Holder of the Notes. 

(c)    Each Conversion Notice shall state the name or names (with address or addresses) in which any shares of Common Stock which shall be
issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by
instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. 
 (d)    In
case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Authenticating Agent shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new
Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. 

(e)    Each conversion shall be deemed to have been effected as to any Notes (or portion thereof) surrendered for conversion on the
relevant Conversion Date, and with respect to any shares of Common Stock that are issuable upon such conversion: (i) if such conversion was subject to a Physical Settlement, the Person in whose name such shares of Common Stock will be
registered shall become the holder of record of such shares as of the close of business on the Conversion Date; and (ii) if such conversion was subject to a Combination Settlement, the Person in whose name such shares of Common Stock will be
registered shall become the holder of record of such shares as of the close of business on the last Trading Day of the related Observation Period. 

  
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 (f)    Upon the conversion of an interest in Global Notes, the Conversion Agent (or
other Conversion Agent appointed by the Company) shall make a notation on such Global Notes as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through
any Conversion Agent other than the Trustee. 
 (g)    Notwithstanding the foregoing, a Note in respect of which a Holder has delivered
a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof prior
to the close of business on the Business Day prior to the relevant Fundamental Change Purchase Date. 
 SECTION
4.03.    Settlement Upon Conversion. 
 (a)    Except as provided in Section 4.06(b)
or Section 4.07(a), upon any conversion of any Note, the Company shall deliver to converting Holders, in respect of each $1,000 principal amount of Notes being converted, at the Company’s election, in full satisfaction
of the Company’s Conversion Obligation, (1) shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Common Stock (a
“Cash Settlement”) or (3) a combination of cash and shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so
deliverable upon conversion of the Notes, the “Conversion Obligation”): 
 For conversions: 

(1)    that occur prior to the close of business on the Business Day immediately preceding April 15, 2024 (other than
conversions in connection with a Redemption Notice), by the close of business on the Business Day following the Conversion Date, the Company shall notify converting Holders of the relevant Settlement Method and, if the Company elects a Combination
Settlement, the dollar amount of the Conversion Obligation (the “Cash Amount”) that will be settled in cash; 

(2)    that occur prior to the close of business on the Business Day immediately preceding April 15, 2024 in
connection with a Redemption Notice, the Company shall notify converting Holders of the relevant Settlement Method and, if applicable, the related Cash Amount in the Redemption Notice; and 

(3)    that occur on or after April 15, 2024, the Company shall notify all Holders of the relevant Settlement Method
and, if applicable, the related Cash Amount, by notice on or prior to the close of business on the Business Day immediately preceding April 15, 2024. 

All conversions for which the relevant Conversion Date occurs during the period from, and including, April 15, 2024 to the close of
business on the second Scheduled Trading Day immediately preceding the Stated Maturity will be settled using the same Settlement Method. In 

  
 31 












 
addition, all conversions in connection with a particular Redemption Notice will be settled using the same Settlement Method. Except for any conversions described in the two preceding sentences,
the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, but will not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. 

If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply and, in such event or in the
event that the Company specifies Combination Settlement but does not specify the Cash Amount, the Cash Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be
revoked. 
 (b)    If the Company has elected a Physical Settlement with respect to any Notes tendered for conversion, the Company shall
deliver, for each $1,000 principal amount of Notes, a number of shares of Common Stock equal to the Conversion Rate, together with cash in lieu of fractional shares. Except as provided in Sections 4.06 and 4.07, the Company
shall deliver such shares of Common Stock in book-entry format through the Depositary (and cash in lieu of fractional shares) on the second Business Day following the Conversion Date. 

(c)    If the Company has elected a Cash Settlement with respect to any Notes tendered for conversion, the Company shall deliver, for each
$1,000 principal amount of Notes, a cash payment equal to the sum of the Daily Conversion Values for each Trading Day during the relevant Observation Period. Except as provided in Sections 4.06 and 4.07, the Company shall
make such payment on the second Business Day following the last day of the applicable Observation Period. 
 (d)    If the Company has
elected or is deemed to have elected a Combination Settlement with respect to any Notes tendered for conversion, the Company shall deliver, for each $1,000 principal amount of Notes, the sum of the Daily Settlement Amounts for each Trading Day
during the relevant Observation Period. 
 The “Daily Settlement Amount” for each Trading Day during the Observation Period
shall consist of: 
 (1)    cash in an amount equal to the lesser of (i) 2.5% of the Cash Amount specified by the
Company in the notice regarding the chosen Settlement Method or that is otherwise deemed to apply (the “Daily Cash Amount”) and (ii) the Daily Conversion Value on such Trading Day; and 

(2)    if the Daily Conversion Value on such Trading Day exceeds the Daily Cash Amount, a number of shares of Common Stock
(together with cash in lieu of any fractional shares) equal to (i) the difference between such Daily Conversion Value and the Daily Cash Amount, divided by (ii) the Daily VWAP on such Trading Day. 

Except as provided in Sections 4.06 and 4.07, the Company shall deliver such cash and shares of Common Stock in
book-entry format through the Depositary on the second Business Day following the last day of the applicable Observation Period. 

  
 32 












 (e)    Upon conversion of any Notes, Holders shall not receive any separate cash payment
for accrued and unpaid interest, except to the extent specified below. The Company’s delivery to the Holder of Common Stock, cash or a combination of cash and Common Stock, as applicable, together with any cash payment for any fractional share
of Common Stock, into which a Note is convertible shall be deemed to satisfy in full the Company’s obligation to pay (i) the principal amount of the Notes so converted and (ii) accrued and unpaid interest (including Additional
Interest, if any) to, but not including, the Conversion Date. As a result, accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled,
extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date for the payment of interest, Holders of such Notes as of the close of business on such Regular Record Date will
receive the interest and Additional Interest, if any, 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 (including Additional Interest, if any) payable on the Notes so converted; provided that no
such payment need be made (i) for conversions following the Regular Record Date immediately preceding August 15, 2024, (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or
prior to the Business Day following the corresponding Interest Payment Date, (iii) if the Company has specified a date for redemption of Notes that is after a Regular Record Date and on or prior to the Business Day following the corresponding
Interest Payment Date, or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. 

(f)    The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be surrendered for
conversion at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in cash in lieu of fractional shares of Common Stock based on: 

(1)    if Physical Settlement applies, the Last Reported Sale Price of the Common Stock on the relevant Conversion Date,
and 
 (2)    if any other Settlement Method applies, the Daily VWAP of the Common Stock on the final Trading Day of the
applicable Observation Period. 
 (g)    Solely for purposes of determining the payments and deliveries due upon conversion under this
Section 4.03, and notwithstanding the definition of “Trading Day” contained in Section 1.02, “Trading Day” means a day on which (i) there is no Market
Disruption Event and (ii) trading in the Common Stock generally occurs on The NASDAQ Global Select Market or, if the Common Stock is not then listed on The NASDAQ Global Select Market, on the principal other United States national or regional
securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the
Common Stock (or other security for which a Daily VWAP must be determined) is not so listed or traded, “Trading Day” means a Business Day. 

  
 33 












 (h)    Upon surrender of Notes for conversion in connection with a Make-Whole
Fundamental Change or Redemption Notice, the Company shall deliver shares of Common Stock, cash or a combination of cash and shares of Common Stock, as set forth above, at the increased Conversion Rate as described in
Section 4.06. 
 SECTION 4.04.    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 will not
make any adjustment to the Conversion Rate if Holders of Notes participate, as a result of holding the Notes, in any of the transactions described under Section 4.04(a) (but only with respect to stock dividends or
distributions), Section 4.04(b), Section 4.04(c), and Section 4.04(d), at the same time as holders of the Common Stock participate, without having to convert their Notes,
as if such Holders held a number of shares of Common Stock equal to the Conversion Rate in effect for each $1,000 principal amount of Notes. 

(a)    If the Company, at any time or from time to time while any of the Notes are outstanding, exclusively issues shares of its Common
Stock as a dividend or distribution on shares of Common Stock, or if the Company effects a share split or share combination, then the Conversion Rate shall be adjusted based on the following formula: 

 
 



 
 where 
  

			
	CR0 =	 	The Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share
combination, as applicable;
		
	CR1 =	 	The Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or such effective date;
		
	OS0 =	 	The number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or such effective date; and
		
	OS1 =	 	The number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

 Such adjustment shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution or the effective date for such share split or share combination. If any dividend or distribution of the type described in this
Section 4.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the
Conversion Rate which would then be in effect if such dividend or distribution had not been declared. 

  
 34 












 (b)    If the Company, at any time or from time to time while any of the Notes are
outstanding, issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan) entitling them for a period of not more than 45 calendar days after the date of such
issuance to subscribe for or purchase shares of the Common Stock at a price per share 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 adjusted based on the following formula: 
  





 
 where 
  

			
	CR0 =	 	The Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance;
		
	CR1 =	 	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 4.04(b) will 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 Common Stock are not
delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate which 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. In the event that such rights, options or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in
effect if the Ex-Dividend Date for such issuance had not occurred. For the purposes of this Section 4.04(b) and for the purpose of Section 4.01(a)(3)(A), in
determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price per share that is less than such average of the Last Reported Sale Prices of the Common Stock for the 10
consecutive Trading Day period ending 

  
 35 












 
on, and including, the Trading Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares, there shall be taken into
account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. 

(c)    If the Company, at any time or from time to time while the Notes are outstanding, distributes shares of any class of capital stock
of the Company, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire the Company’s capital stock or other securities to all or substantially all holders of its Common Stock, excluding:

 (1)    dividends or distributions and rights, options or warrants as to which an adjustment was
effected pursuant to Section 4.04(a) or Section 4.04(b); 

(2)    rights issued under a stockholder rights plan prior to separation thereof from the Common Stock in the circumstances
described in Section 4.12; 
 (3)    dividends or distributions paid exclusively in cash (as
set forth below in Section 4.04(d)); and 
 (4)    Spin-Offs to which the provisions set forth
below in this Section 4.04(c) shall apply, 
 then the Conversion Rate shall be adjusted based on the following
formula: 
  
 



 
 where 
  

			
	CR0 =	 	the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
		
	CR1 =	 	the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date;
		
	SP0 =	 	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date
for such distribution; and
		
	FMV =	 	the fair market value (as determined by the Board of Directors) of the shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of the
Common Stock on the Ex-Dividend Date for such distribution (the “Distributed Property”).


  
 36 












 Such adjustment shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 4.04(c) by
reference to the actual or when issued trading market for any securities, it must 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. Notwithstanding
the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing adjustment, each Holder of
Notes shall receive, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Distributed Property such Holder would have received as if such Holder owned a number of shares of Common Stock equal to, for each
$1,000 principal amount of Notes, the Conversion Rate in effect on the Ex-Dividend Date for the distribution of the Distributed Property. 

With respect to an adjustment pursuant to this Section 4.04(c) where there has been a payment of a dividend or other
distribution on the Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit and such dividend or distribution is listed for trading on a U.S. national
securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula: 
  





 
 where 
  

			
	CR0 =	 	the Conversion Rate in effect immediately prior to the end of the Valuation Period (as defined below);
		
	CR1 =	 	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 Common Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported
Sale Price as if such capital stock or similar equity interest were the Common Stock) 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 Common Stock over the Valuation Period.

 The adjustment to the Conversion Rate under the preceding paragraph will occur at the close of business on the
last day of the Valuation Period; provided that (x) in respect of any conversion 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 of such Spin-Off and such Conversion
Date in determining the Conversion Rate and (y) in respect of any conversion for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within
the Valuation Period, 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 Trading Day in determining the Conversion Rate as of such Trading Day. 

  
 37 












 For the purposes of this Section 4.04(c) (and subject in all
respects to Section 4.12), rights, options or warrants distributed by the Company to all holders of its Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock (either initially
or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “Trigger Event”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not
exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 4.04(c), (and no adjustment to the Conversion Rate under
this Section 4.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and 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 4.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to
events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be
the date of distribution and Ex-Dividend Date of such deemed distribution (in which case the original rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of
the holders thereof). In addition, in the event of any distribution or deemed distribution of rights, options or warrants, or any Trigger Event or other event (of the type described in the 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 4.04(c) was made, (1) in the case of any such rights, options or warrants which shall all have been
redeemed or purchased without exercise by any holders thereof, upon such final redemption or repurchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate
shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by holders of Common
Stock with respect to such rights, options or warrants (assuming each 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 which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. 

For the purposes of this Section 4.04(c) and subsections (a) and (b) of this
Section 4.04, if any dividend or distribution to which this Section 4.04(c) applies also includes one or both of: 

(A)    a dividend or distribution of shares of Common Stock to which Section 4.04(a) applies (the
“Clause A Distribution”); and 
 (B)    a dividend or distribution of rights, options or warrants to
which Section 4.04(b) applies (the “Clause B Distribution”), 

  
 38 












 then (1) such dividend or distribution, other than the Clause A Distribution and the Clause B
Distribution, shall be deemed to be a dividend or distribution to which this Section 4.04(c) applies (the “Clause C Distribution”) and any Conversion Rate adjustment required by this
Section 4.04(c) with respect thereto shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment
required by Section 4.04(a) and Section 4.04(b) with respect thereto shall then be made, except that, if determined by the Company, (I) the
“Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution
and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend
Date or such effective date” within the meaning of Section 4.04(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the
meaning of Section 4.04(b). 
 If any distribution of the type described in this
Section 4.04(c) is declared but not so made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would
then be in effect if such distribution had not been declared. 
 (d)    If the Company makes any cash dividend or distribution to all or
substantially all holders of Common Stock, the Conversion Rate shall be adjusted based on the following formula: 
  
 



 
 where 
  

			
	CR0 =	  	The Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
		
	CR1 =	  	The Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
		
	SP0 =	  	The Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
		
	C =	  	The amount in cash per share the Company distributes to holders of the Common Stock.

 In the case of an adjustment pursuant to this Section 4.04(d), such adjustment shall
become effective immediately after the open of business on the Ex-Dividend Date for the relevant dividend or distribution. If the portion of the cash so distributed applicable to one share of the Common Stock
is equal to or greater than the Last Reported Sale Price of a share of Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution, in lieu of the adjustment
set forth above, each Holder of Notes shall receive, at the same time and upon the same terms as holders of the Common Stock, the amount of cash such Holder would have received had such Holder owned a number of shares of Common Stock equal to, for
each $1,000 principal amount of Notes, the Conversion Rate in effect on the Ex-Dividend Date for the distribution of the cash dividend or distribution. If such dividend or distribution is not so paid, the
Conversion Rate shall be decreased, effective as of the 

  
 39 












 
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. 
 (e)    If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common
Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing
on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based on the following formula: 

 
 



 
 where 
  

			
	CR0 =	  	the Conversion Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
		
	CR1 =	  	the Conversion Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;
		
	AC =	  	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares 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;
		
	OS1 =	  	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 accepted for purchase or exchange in such tender or exchange
offer); and
		
	SP1 =	  	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires.

 The adjustment to the Conversion Rate under this Section 4.04(e) shall occur at the
close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any conversion for which Physical Settlement
is applicable, if the relevant Conversion Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or
“10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and the Conversion


  
 40 












 
Date in determining the Conversion Rate and (y) in respect of any conversion for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the
relevant Observation Period for such conversion and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or
“10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date of such tender or exchange offer and such Trading Day in determining the Conversion Rate as of
such Trading Day. 
 (f)    Subject to the applicable listing standards of The NASDAQ Global Select Market, the Company from time to
time may increase the Conversion Rate by any amount for any period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s best interest, which determination shall be conclusive. Whenever
the Conversion Rate is increased pursuant to this Section 4.04(f), the Company shall mail to Holders of record of the Notes a notice of the increase at least one day 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. 
 (g)    Subject to
the applicable listing standards of The NASDAQ Global Select Market, the Company may (but shall not be required to) increase the Conversion Rate, in addition to any adjustments pursuant to Section 4.04(a), 4.04(b),
4.04(c), 4.04(d), 4.04(e) or 4.04(f), if the Board of Directors considers such increase to be advisable 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 (or rights to acquire shares) or similar event. 
 (h)    All calculations under this
Article 4 shall be made by the Company and shall be made to the nearest cent (including, in the case of any adjustment to the Conversion Rate, the resulting adjustment to the Conversion Price) or to the nearest one ten-thousandth of a share. Except as stated herein, no adjustment shall be required to be made for the Company’s issuance of Common Stock or any securities convertible into or exchangeable for shares of Common
Stock or rights to purchase shares of Common Stock or such convertible or exchangeable securities. 
 (i)    Whenever the Conversion
Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts
requiring such adjustment. Unless and until a Responsible Officer of the Trustee and the Conversion Agent shall have received such Officers’ Certificate, neither the Trustee nor the Conversion Agent shall not be deemed to have knowledge of any
adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the
Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to each Holder of the Notes. Failure to deliver such notice shall
not affect the legality or validity of any such adjustment. 

  
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 (j)    For purposes of this Section 4.04, the number of shares
of Common Stock at any time outstanding shall not include shares 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 issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. 

(k)    Notwithstanding the foregoing, if the application of the foregoing formulas set forth in this
Section 4.04 would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate shall be made (other than as a result of a reverse share split or share combination). 

(l)    Notwithstanding anything to the contrary in this Article 4, no adjustment to the Conversion Rate shall be
made: 
 (1)    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; 

(2)    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 its Subsidiaries; 

(3)    upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable
or convertible security not described in clause (2) above and outstanding as of the date the Notes were first issued (other than a stockholder rights plan as described in Section 4.12); 

(4)    for a change in the par value of the Common Stock; or 

(5)    for accrued and unpaid interest and Additional Interest on the Notes. 

(m)    If a Conversion Rate adjustment becomes effective on any Ex-Dividend Date as described
above, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related record date would be treated as the record holder of shares of Common Stock as of the related
Conversion Date as set forth in Section 4.02(e) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions above,
the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting Holder. Instead, such Holder shall be deemed to be the record owner of shares of Common Stock on an
unadjusted basis on such Conversion Date and participate in the related dividend, distribution or other event giving rise to such adjustment. 

SECTION 4.05.    Certain Other Adjustments. 

Whenever a provision of this Indenture requires the calculation of Last Reported Sale Prices or Daily VWAP over a span of multiple days, the
Board of Directors will make appropriate adjustments to such Last Reported Sale Prices or Daily VWAP, the Conversion Rate, or the amount due upon conversion 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 of the event occurs, at any time during the period from which such Last Reported Sale Prices or
Daily VWAP are to be calculated. 

  
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 SECTION 4.06.    Adjustment Upon a Make-Whole Fundamental Change or a
Redemption Notice. 
 (a)    If (i) a Make-Whole Fundamental Change occurs or (ii) on or after August 20, 2022, the
Company gives notice to Holders of the Company’s intention to redeem any or all of the Notes as provided under Article 15 hereof, and, in each case, a Holder elects to convert its Notes in connection with such
Make-Whole Fundamental Change or Redemption Notice, as the case may be, 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 notice of 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 35th Trading Day after the Effective Date of such Make-Whole Fundamental Change or, if later, if such transaction
also constitutes a Fundamental Change, until the Business Day immediately prior to the related Fundamental Change Purchase Date (such period, the “Make-Whole Fundamental Change Period”). A conversion of Notes will be deemed for
these purposes to be “in connection with” a Redemption Notice if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the date of the Redemption Notice until the close of business on the Business
Day preceding the Redemption Date. 
 (b)    Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change
or a Redemption Notice, the Company shall, at its option, satisfy its Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement, in accordance with Section 4.03; provided,
however, that if the consideration for the Common Stock in any Make-Whole Fundamental Change described in clause (2) of the definition of Fundamental Change is comprised entirely of cash, then, 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 Make-Whole Fundamental Change and shall be deemed to be an amount equal to the applicable Conversion Rate
(including any adjustment for Additional Shares described in this Section 4.06) multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second
Business Day following the Conversion Date. 
 (c)    The number of Additional Shares, if any, by which the Conversion Rate will be
increased will be determined by reference to the table attached as Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or the date of the Redemption Notice, as the
case may be (each, an “Effective Date”), and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Make-Whole Fundamental Change or the redemption, as the case may be. If the
holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (2) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the
average of the Last Reported Sale Prices of the Common Stock over the five Trading-Day period ending on, and including, the Trading Day preceding the Effective Date


  
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or the date of the Redemption Notice, as applicable. In the event that a conversion during a Redemption Period would also be deemed to be in connection with a Make-Whole Fundamental Change, a
Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the applicable Redemption Notice date or the Effective Date of the applicable Make-Whole Fundamental Change, and
the later event will be deemed not to have occurred for purposes of this Section 4.06. 
 The exact Stock Prices
and Effective Dates may not be set forth in the table in Schedule A, in which case: 

(1)    If the Stock Price is between two Stock Prices in the table 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. 
 (2)    If the Stock Price is greater than $700.00 per share
(subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. 

(3)    If the Stock Price is less than $111.99 per share (subject to adjustment in the same manner as the Stock Prices set
forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. 

Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 8.9293 shares of Common Stock per $1,000 principal amount of
Notes, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 4.04. 

(d)    The Stock Prices set forth in the column headings of the table in Schedule A hereto 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 such table shall be adjusted in the same manner as the
Conversion Rate as set forth in Section 4.04. 
 (e)    The Company shall notify the Holders of Notes of the
Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date, such notice to specify the Additional Shares such Holders shall be entitled to
receive if they convert in connection with such Make-Whole Fundamental Change. 

  
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 SECTION 4.07.    Effect of Recapitalization, Reclassification,
Consolidation, Merger or Sale. 
 (a)    If any of the following events occur: 

(1)    any recapitalization or reclassification of, or change in, the Common Stock (other than changes resulting from a
subdivision or combination); 
 (2)    a consolidation, merger or combination involving the Company; 

(3)    a sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries
substantially as an entirety; or 
 (4)    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 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, without the
consent of Holders of the Notes, a supplemental indenture providing that at and after the effective time of such Merger Event, the right to convert a Note will be changed into a right to convert such Note as set forth in this Indenture 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 prior to such Merger Event would have owned or
been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such
Merger Event; provided, however, that at and after the effective time of the Merger Event (i) the Company will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon
conversion of the Notes as set forth in Section 4.03 and (ii) (x) the amount otherwise payable in cash upon conversion of the Notes as set forth under Section 4.03 will continue to be payable
in cash, (y) the number of shares of Common Stock (if the Company elects Physical Settlement or Combination Settlement) otherwise deliverable upon conversion of the Notes under Section 4.03 will be instead 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 and (z) the Daily VWAP will be calculated based on the value of a unit of Reference
Property. 
 If, as a result of the Merger Event, each share of Common Stock is 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 (x) the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of
consideration actually received by the holders of Common Stock. If the holders of the Common Stock receive only cash in such transaction, then for all conversions that occur after the effective date of such transaction (i) 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 as described in Section 4.06), multiplied
by the price paid per share of Common Stock in such transaction and (ii) the Company shall satisfy its Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following the Conversion Date. The
Company will notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the weighted average as soon as practicable after such determination is made. 

  
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 The Company shall not become a party to any such Merger Event unless its terms are
consistent with this Section 4.07(a). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease,
other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than
the successor or purchasing Person, as the case may be, in such reorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be
executed by such other Person. 
 (b)    The Company shall cause notice of the execution of such supplemental indenture to be mailed to
each Holder, at the address of such Holder as it appears on the register of the Notes maintained by the Note Registrar, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such
supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this
Section 4.07 applies to any Merger Event, Section 4.04 shall not apply if the adjustment thereunder would be duplicative of the adjustment under this Section 4.07. 

SECTION 4.08.    Taxes on Shares Issued. 

The Company will pay any documentary, stamp or similar issue or transfer tax due on the issue or delivery of shares of Common Stock on
conversion of Notes pursuant hereto; provided, however, that if such documentary, stamp or similar issue or transfer tax is due because the Holder of such Notes has requested that shares of Common Stock be issued in a name other than
that of the Holder of the Notes converted, then such taxes will be paid by the Holder, and the Company shall not be required to issue or deliver any stock certificate evidencing such shares unless and until the Holder shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 
 SECTION
4.09.    Reservation of Shares; Shares to be Fully Paid; Compliance With Governmental Requirements; Listing of Common Stock. 

The Company shall reserve, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy
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 4.06 and that, at the time of the computation of such
number of shares or securities, all such Notes would be converted by a single Holder and that Physical Settlement would apply). 
 The
Company covenants that all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and
non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder). 

  
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 The Company shall list or cause to have quoted any shares of Common Stock to be issued upon
conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted. 

SECTION 4.10.    Responsibility of Trustee and Conversion Agent. 

The Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine or calculate
the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion Rate or to determine whether the Notes are currently convertible. The Trustee and the 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 other securities or property that may at any time be issued or delivered upon the conversion of any Notes; and the Trustee and the Conversion Agent make no
representations with respect thereto. Neither the Trustee nor the 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 Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 4. The rights, privileges, protections,
immunities and benefits given to the Trustee and the Conversion Agent, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee and the Conversion Agent in any
other capacity either may hold hereunder, including, if either is so appointed by the Company and accepts such appointment, as Bid Solicitation Agent. 

SECTION 4.11.    Notice to Holders Prior to Certain Actions. 

In case: 
 (a)    the Company
shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 4.04; or 

(b)    the Company shall authorize the granting to the holders of all or substantially all of its Common Stock of rights, options or
warrants to subscribe for or purchase any share of any class or any other rights, options or warrants that would require an adjustment in the Conversion Rate pursuant to Section 4.04 or
Section 4.12 hereof; or 
 (c)    of any reclassification or reorganization of the Common Stock of the Company
(other than a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of
the sale, lease or transfer of all or substantially all of the assets of the Company and its consolidated Subsidiaries; or 
 (d)    of
the voluntary or involuntary dissolution, liquidation or winding up of the Company or any of its Subsidiaries; 
 then, in each case (unless notice of such
event is otherwise required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Notes at such Holder’s address appearing on a list of
Holders of Notes, which the Company shall provide to the Trustee and the 

  
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Conversion Agent, as promptly as practicable but in any event at least 10 calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of such dividend (or any other distribution) or rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or
rights, options or warrants are to be determined, or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and
the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend (or any other distribution), reclassification, reorganization, consolidation, merger,
sale, transfer, dissolution, liquidation or winding up. 
 SECTION 4.12.    Stockholder Rights Plan. 

Each share of Common Stock issued upon conversion of Notes pursuant to this Article 4 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 stockholder rights plan adopted by the
Company, as the same may be amended from time to time. Notwithstanding the foregoing, if prior to any conversion such rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights
agreement, the Conversion Rate shall be adjusted at the time of separation as if the Company had distributed to all holders of the Common Stock, shares of the Company’s capital stock, evidences of indebtedness, assets, property, rights or
warrants as described in Section 4.04(c) above, subject to readjustment in the event of the expiration, termination or redemption of such rights. 

ARTICLE 5 
 DEFAULTS AND
REMEDIES 
 SECTION 5.01.    Events of Default. 

Each of the following shall be an “Event of Default”: 

(a)    the Company defaults in the payment of interest, including any Additional Interest, on any Note when the same becomes due and
payable and such default continues for a period of 30 days; 
 (b)    the Company defaults in the payment of the principal of any Note
when the same becomes due and payable at its Stated Maturity, upon acceleration, upon any required repurchase, upon optional redemption, 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 in accordance with Article 4 hereof, and such failure continues for a period of three Business Days; 

  
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 (d)    failure by the Company to provide a Fundamental Change Company Notice pursuant to
Section 3.01(b) or notice of a specified corporate transaction required by Section 4.01(a)(3) or Section 4.01(a)(4) in accordance with the relevant Section, in each case
when due; 
 (e)    failure by the Company to comply with its obligations under Section 6.01 hereof; 

(f)    the Company fails to perform or observe any of the covenants or agreements contained in the Notes or Indenture (other than a
default set forth in clauses (a), (b), (c), (d) or (e) above) for 60 days after written notice to the Company from the Trustee or to the Trustee from the Holders of at least 25% in principal amount of the Notes then outstanding; 

(g)    the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any Subsidiary of
the Company (other than a securitization Subsidiary) or any of their respective property or assets in an aggregate amount in excess of $50.0 million, which judgments, orders or decrees have not been vacated, discharged, satisfied or stayed
pending appeal within 30 days from the entry thereof and with respect to which legal enforcement proceedings have been commenced; 

(h)    default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any indebtedness for money borrowed by the Company or any Subsidiary of the Company (or the payment of which is guaranteed by the Company or any Subsidiary of the Company), which default is caused by a failure to pay principal of or premium, if any,
on such indebtedness upon its stated maturity or which default results in the acceleration of such indebtedness prior to its express maturity and the principal amount of any such indebtedness, together with the principal amount of any other such
indebtedness the maturity of which has been so accelerated, aggregates $50.0 million or more and such acceleration has not been rescinded or annulled or such indebtedness discharged in full within 30 days; 

(i)    the Company or any Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law: 

(1)    commences a voluntary case, 

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

(3)    consents to the appointment of a bankruptcy custodian of it or for all or substantially all of its property, or 

(4)    makes a general assignment for the benefit of its creditors; and 

(j)    a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that remains unstayed and in effect for 90
days and that: 
 (1)    is for the relief against the Company or any Significant Subsidiary of the Company as debtor in
an involuntary case, 

  
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 (2)    appoints a bankruptcy custodian of the Company or any Significant
Subsidiary of the Company or a bankruptcy custodian for all or substantially all of the property of any Significant Subsidiary of the Company, or 

(3)    orders the liquidation of the Company or any Significant Subsidiary of the Company. 

SECTION 5.02.    Additional Interest. 

Notwithstanding any provisions of this Indenture to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to
any obligation to file documents and reports with the Trustee as required by Section 9.06 of this Indenture shall, for the first 365 days after the occurrence of such Event of Default (which period, for the avoidance of
doubt, will not commence until the notice described in Section 5.01(f) has been given, and the related 60-day period described therein has passed), consist exclusively of the right to
receive additional interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180 days after the occurrence of such Event of Default during which such Event of Default is
continuing, and at a rate equal to 0.50% per annum of the principal amount of the Notes outstanding for each day from the 181st day until the 365th day during which such Event of Default is continuing (in each case, and together with any additional
interest described in Section 9.10, “Additional Interest”). In order to elect to pay Additional Interest as the sole remedy during the first 365 days after the occurrence of an Event of Default described in
the preceding sentence, the Company must give notice to all Holders of the Notes, the Trustee and the Paying Agent of such election on or prior to the close of business on the Business Day before the date on which such Event of Default would occur.
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. Upon the failure to timely give all Holders, the Trustee and the Paying Agent such notice, the
Notes will be immediately subject to acceleration as provided in Section 5.03 of this Indenture. On the 366th day after such Event of Default occurs (if such Event of Default is not cured or waived prior to such 366th day),
the Notes shall be subject to acceleration as provided in Section 5.03 of this Indenture. This Section 5.02 shall not affect the rights of Holders of Notes in the event of the occurrence of any
other Event of Default. Whenever in this Indenture there is mentioned, in any context, the payment of interest on, or in respect of, any Note, such mention shall be deemed to include mention of the payment of Additional Interest provided for in this
Section 5.02 or Section 9.10 to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the provisions of this
Section 5.02 or Section 9.10, and express mention of the payment of Additional Interest (if applicable) in any provision shall not be construed as excluding Additional Interest in those provisions
where such express mention is not made. 
 In no event shall Additional Interest (including any Additional Interest that may accrue pursuant
to Section 9.10) accrue 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. 

  
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 SECTION 5.03.    Acceleration. 

Subject to the provisions of Section 5.02, if an Event of Default occurs and is continuing, the Trustee by notice to
the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare 100% of the principal of and accrued and
unpaid interest on all the Notes to be due and payable. Upon such a declaration of acceleration, all principal and accrued and unpaid interest (including any Additional Interest) on the Notes will be due and payable immediately. However, upon an
Event of Default arising out of Sections 5.01(i) or 5.01(j), the aggregate principal amount and accrued and unpaid interest (including any Additional Interest) will be due and payable immediately, without any
declaration, notice or other act on the part of the Trustee or Holder. The Holders of a majority in principal amount of the then outstanding Notes, by written notice to the Trustee, may rescind an acceleration and its consequences (other than with
respect to (i) nonpayment of principal of (including the Fundamental Change Purchase Price or the Redemption Price, if applicable) or premium, if any, or interest on or any Additional Interest with respect to the Notes, (ii) the failure to
delivery the consideration due upon conversion or (iii) the failure to comply with any provisions of this Indenture that under Article 7 cannot be amended or modified without the consent of the Holder of each outstanding Note affected)
if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived, except nonpayment of principal, premium, if any, interest or any Additional Interest that has
become due solely because of the acceleration. 
 SECTION 5.04.    Payments of Notes on Default; Suit Therefor.

 If an Event of Default described in clause (a) or (b) of Section 5.01 shall have occurred and be
continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal, premium, if any, and interest, with interest on any overdue
principal, premium, if any, interest, 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 Agent and the Trustee under
Section 11.06. If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the monies 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 any Bankruptcy 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 5.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of
principal premium, if any, 

  
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and accrued and unpaid interest in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it
may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of Notes 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 the Trustee under Section 11.06; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each
of the Holders of Notes 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 of Notes, to pay to the Trustee any amount due it for
reasonable compensation, expenses, advances and disbursements, including agent’s and counsel fees and expenses, and including any other amounts due to the Trustee under Section 11.06 hereof, incurred by it up to the
date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on,
and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or
arrangement or otherwise. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder of Notes any plan of reorganization, arrangement, adjustment or composition affecting the Holder of Notes or the rights of any Holder of Notes thereof, or to authorize the Trustee to vote in respect of the claim of any Holder
of Notes in any such proceeding. 
 All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be
enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the
Notes. 
 In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture
to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such proceedings. 

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 such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Holders of Notes, 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 of Notes, and the Trustee shall continue as though no such proceeding had
been instituted. 

  
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 SECTION 5.05.    Application of Monies Collected by the Agent or the
Trustee. 
 Any monies collected by the Agent or the Trustee pursuant to this Article 5 with respect to the
Notes shall be applied in the order following, at the date or dates fixed by the Agent or the Trustee for the distribution of such monies, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon
surrender thereof, if fully paid: 
 First, to the payment of all amounts due the Trustee and/or the Agent under this Indenture (including
its agents and counsel); 
 Second, in case the principal of the outstanding Notes shall not have become due and be unpaid, to the payment
of interest, including any Additional Interest, on, and any cash due upon conversion of, the Notes in default in the order of the date due of the installments of such interest and cash due upon conversion, as the case may be, with interest (to the
extent that such interest has been collected by the Agent or the Trustee) upon such overdue payments at the rate borne by the Notes at such time, such payments to be made ratably to the Persons entitled thereto; 

Third, in case the principal of the outstanding Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the
whole amount including the payment of the Fundamental Change Purchase Price, Redemption Price and the cash component of the Conversion Obligation, if any, then owing and unpaid upon the Notes for principal and premium, if any, and interest,
including any Additional Interest, with interest on the overdue principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate borne by the Notes at such
time, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then to the payment of such principal (including the Fundamental Change Purchase Price, Redemption Price and the cash component of
the Conversion Obligation, if any) and premium, if any, and interest without preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, 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 and premium, if any, and accrued and unpaid interest; and 

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

SECTION 5.06.    Proceedings by Holders of Notes. 

No Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall have made
written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such security or indemnity reasonably satisfactory to it against any loss, liability or expense to
be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such 

  
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action, suit or proceeding and 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 in
principal amount of the Notes outstanding within such 60-day period pursuant to Section 5.09; it being understood and intended, and being expressly covenanted by the taker and Holder
of every Note with every other taker and Holder and the Trustee that no one or more Noteholders 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 Noteholder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Noteholders), or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Noteholders (except as otherwise provided herein). For the protection and
enforcement of this Section 5.06, each and every Noteholder 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 of Notes to (i) receive
payment of principal of and premium, if any, and interest and any Additional Interest when due, (ii) receive payment or delivery of the consideration due upon conversion, (iii) receive the Fundamental Change Purchase Price when due,
(iv) receive the Redemption Price when due in connection with an optional redemption or (v) bring suit for the enforcement of any of (i), (ii), (iii) and (iv) above, is absolute and unconditional and shall not be impaired or
affected without the consent of such Holder. 
 Anything in this Indenture or the Notes to the contrary notwithstanding, the Holder of any
Note, without the consent of either the Trustee or the Holder of any other Note, on its own behalf and for its own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce, its rights of conversion as provided herein.

 SECTION 5.07.    Proceedings by Trustee. 

In case of an Event of Default the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 

SECTION 5.08.    Remedies Cumulative and Continuing. 

Except as provided in the last paragraph of Section 2.07 and Section 5.02, all powers and
remedies given by this Article 5 to the Trustee or to the Noteholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee
or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the Notes to
exercise any right or power accruing upon any Default or Event of Default shall impair any such 

  
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right or power, or shall be construed to be a waiver of any such Default or any acquiescence therein; and, subject to the provisions of Section 5.06, every power and
remedy given by this Article 5 or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders. 

SECTION 5.09.    Direction of Proceedings and Waiver of Defaults by Majority of Holders of Notes. 

The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with
Section 12.04 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 Notes;
provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such
direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of
the Notes at the time outstanding determined in accordance with Section 12.04 by notice to the Trustee may waive an existing or past Default or Event of Default with respect to such Notes and its consequences, except
(1) a Default or Event of Default in the payment of premium, accrued and unpaid interest or any accrued and unpaid Additional Interest on, or the principal (including any Fundamental Change Purchase Price in connection with a Fundamental Change
or the Redemption Price in connection with an optional redemption) of, the Notes when due, (2) a Default or Event of Default in the payment or delivery of any consideration due upon conversion of any Note, or (3) a Default in respect of a
provision that under Article 7 cannot be amended or modified without the consent of each Holder affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted
by this Section 5.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon. 
 SECTION 5.10.    Notice of Defaults. 

The Trustee shall, within 90 days after the occurrence and continuance of a Default or Event of Default of which a Responsible Officer has
actual knowledge, mail to all Noteholders as the names and addresses of such Holders appear upon the Note Register, notice of all Defaults or Events of Default known to a Responsible Officer, unless such Defaults or Events of Default shall have been
cured or waived before the giving of such notice; and provided that, except in the case of a Default or in the payment of the principal of, or premium, if any, accrued and unpaid interest including any accrued and unpaid Additional Interest
on any of the Notes, including without limiting the generality of the foregoing any Default or Event of Default in the payment of any Fundamental Change Purchase Price, the Redemption Price in connection with an optional redemption, or a Default or
Event of Default in the payment or delivery of consideration due upon conversion of the Notes, then in any such event the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the
withholding of such notice is in the interests of the Noteholders. 

  
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 SECTION 5.11.    Undertaking to Pay Costs. 

All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may,
in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Agent or the Trustee for any action taken or omitted by it as Agent or Trustee (as applicable), 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 5.11 (to the extent permitted by law) shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section 12.04,
or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or premium, if any, accrued and unpaid interest, if any, on any Note (including, but not limited to, the Fundamental Change Purchase Price with
respect to the Notes being repurchased as provided in this Indenture or the Redemption Price with respect to the Notes submitted for redemption as provided in this Indenture) on or after the due date expressed or provided for in such Note or to any
suit for the enforcement of the right to convert any Note in accordance with the provisions of Article 4. 

ARTICLE 6 
 MERGER,
SALE, CONVEYANCE AND LEASE 
 SECTION 6.01.    Company May Consolidate, Etc. 

Subject to the provisions of Section 6.02, the Company shall not consolidate with, or merge with or into, any other
Person, or sell, convey, transfer or lease all or substantially all of its property and assets to any Person, unless: 
 (a)    the
resulting, surviving or transferee Person (if not the Company) (the “Successor”) is a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and such
corporation (if not the Company) expressly assumes by an indenture supplemental hereto all of the Company’s obligations under the Notes and this Indenture; 

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

(c)    if as a result of such transaction the Notes become convertible into Reference Property issued by a third party, such third party
fully and unconditionally guarantees all obligations of the Company and such successor Person under the Notes and this Indenture; and 

  
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 (d)    the Company or such successor Person shall have delivered to the Trustee and the
Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article 6 and that all conditions
precedent provided for in this Indenture relating to such transaction have been complied with. 
 For purposes of this
Section 6.01, 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 6.02.    Successor Person Substituted. 

Upon any consolidation or merger of the Company or any sale, lease, conveyance, transfer or other disposition of all or substantially all of
the assets of the Company in accordance with Section 6.01, the Successor formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance, transfer or other disposition is
made shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture and the Notes with the same effect as if such Successor had been named as the Company herein and the predecessor Company, in
the case of a sale, conveyance, transfer or other disposition (but not including any lease), shall be released from all obligations under this Indenture and the Notes. 

ARTICLE 7 
 SUPPLEMENTAL
INDENTURES 
 SECTION 7.01.    Amendments or Supplements Without Consent of Holders. 

The Company, when authorized by the resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may amend or
supplement this Indenture or the Notes or waive any provision hereof or thereof without the consent of any Holder for one or more of the following purposes: 

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

(b)    provide for the assumption by a successor corporation of the obligations of the Company under this Indenture; 

(c)    add guarantees with respect to the Notes; 

(d)    secure the Notes; 

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

  
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 (f)    increase the Conversion Rate as provided for in this Indenture;

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

(h)    appoint a successor trustee or agent with respect to the Notes; 

(i)    irrevocably elect a Settlement Method or a Cash Amount, or eliminate the right to elect a particular Settlement
Method; 
 (j)    conform the provisions of this Indenture to the “Description of Notes” section in the
Offering Memorandum, as supplemented by the related pricing term sheet, as evidenced in an Officers’ Certificate; or 

(k)    in connection with any transaction described under Section 4.07, provide that the Notes
are convertible into Reference Property, subject to the provisions described under Section 4.03, and make certain related changes to the terms of the Notes to the extent expressly required by
Section 4.07. 
 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 its own rights, duties or immunities under this Indenture or otherwise. 
 Any supplemental indenture authorized by
the provisions of this Section 7.01 may be executed by the Company, the Trustee and the Paying Agent without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of
Section 7.02. 
 SECTION 7.02.    Amendments, Supplements or Waivers With Consent of
Holders. 
 With the consent of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company, when authorized by the resolutions of the Board of Directors, the Paying Agent and the Trustee, at the
Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes or waiving any past default; provided, however, that no such supplemental indenture shall, without the consent of each Holder of an
outstanding Note affected: 
 (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, including Additional Interest, on any Note;

 (c)    reduce the principal of or extend the stated maturity of any Note; 

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

(f)    change the place or currency of payment of principal or interest including any Additional Interest in respect of any
Note; 
 (g)    change the ranking of the Notes; 

(h)    impair the right of any Holder to receive payment of principal and interest, including Additional 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 Section 7.02 or Section 5.09, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Note so affected. 

Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and
subject to Section 7.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 

It shall not be necessary for the consent of the Noteholders under this Section 7.02 to approve the particular form
of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. After an amendment under this Indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such
amendment. 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 amendment. 

SECTION 7.03.    Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture pursuant to the provisions of this Article 7, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the Agent, the Company and the Noteholders 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. 

  
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 SECTION 7.04.    Notation on Notes. 

Notes authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article 7 may, at
the Company’s expense, bear a notation in form approved by the Authenticating Agent as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the
Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared and executed by the Company, authenticated by the Authenticating Agent and delivered in exchange
for the Notes then outstanding, upon surrender of such Notes then outstanding. 
 SECTION 7.05.    Evidence of
Compliance of Supplemental Indenture to be Furnished to Trustee. 
 In addition to the documents required by
Section 14.05, the Trustee and the Paying Agent shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article 7 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. 

ARTICLE 8 
 RESERVED

 ARTICLE 9 

COVENANTS OF THE COMPANY 

SECTION 9.01.    Payment of Principal, Premium and Interest. 

The Company covenants and agrees that it will cause to be paid the principal of and premium, if any (including the Fundamental Change Purchase
Price), 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 9.02.    Maintenance of Office or Agency. 

The Company will maintain an office or agency where the Notes may be surrendered for registration of transfer or exchange (“Transfer
Agent”) or for presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes and this Indenture
may be served. The Company will give prompt written notice to the Trustee and the Agent of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee and the Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office. 

  
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 The Company may also from time to time designate
co-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 for such purposes. The Company will give prompt written notice to the Trustee and the Agent of any such designation or
rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable. 

The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar and Conversion Agent and the Corporate Trust Office of
the Agent shall be considered as one such office or agency of the Company for each of the aforesaid purposes. 
 SECTION
9.03.    Appointments to Fill Vacancies in Trustee’s and the Agent’s Office. 

The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee or Agent, will appoint, in the manner provided in
Section 11.10, a Trustee or Agent (as applicable), so that there shall at all times be a Trustee and Agent hereunder. 

SECTION 9.04.    Provisions as to Trustee. 

(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 9.04: 

(1)    that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, and
accrued and unpaid interest on the Notes in trust for the benefit of the Holders of the Notes; 
 (2)    that it will
give the Trustee prompt notice of any failure by the Company to make any payment of the principal of and premium, if any, and accrued and unpaid interest on the Notes when the same shall be due and payable; and 

(3)    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. 
 The Company shall, by 10:00 a.m., New York City time on the due date of the principal of, or
premium (including the Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), if any, or accrued and unpaid interest on the Notes, deposit with the Paying Agent a sum sufficient to pay such principal,
premium (including the Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), if any, 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. 
 (b)    If the Company shall act as its own Paying Agent, it will, on or before each due
date of the principal of, premium (including the Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), if any, accrued and unpaid interest on the 

  
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Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, premium (including the Fundamental Change Purchase Price or the
Redemption Price in connection with an optional redemption), if any, accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment
of the principal of, premium (including the Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), if any, accrued and unpaid interest on the Notes when the same shall become due and payable. 

(c)    Anything in this Section 9.04 to the contrary notwithstanding, the Company may, at any time, for the
purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Agent all sums held in trust by the Company or any Paying Agent hereunder as required by this Section 9.04, such
sums to be held by the Trustee upon the trusts herein contained, and upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability with respect to such sums. 

(d)    Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of
or premium (including the Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), if any, or accrued and unpaid interest on any Note and remaining unclaimed for two years after such principal, premium
(including the Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption) or interest has become due and payable shall be paid to the Company on request of the Company contained in an Officers’
Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 
 SECTION
9.05.    Existence. 
 Subject to Article 6, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate existence. 
 SECTION 9.06.    Reports
by the Company. 
 (a)    The Company shall deliver to the Trustee within 15 days after the same is required to be filed with the
Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to
any grace period provided by Rule 12b-25 under the Exchange Act). Any quarterly or annual report or other information, document or other report that the Company files with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act on the Commission’s EDGAR system shall be deemed to constitute delivery of such filing to the Trustee as of the time such documents are filed with EDGAR, it being understood that the Trustee shall
have no responsibility whatsoever to determine if such filings have been made. 

  
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 (b)    Delivery of the reports, information and documents described in clause
(a) above to the Trustee is for informational purposes only, and the Trustee does not have the duty to review such information, documents or reports, is not considered to have notice of the content of such information, documents or reports and
does not have a duty to verify the accuracy of such information, documents or reports. 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 rely exclusively on Officers’ Certificates). 

(c)    At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the
Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Agent and shall, upon
written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A. 
 SECTION
9.07.    Stay, Extension and Usury Laws. 
 The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the Company (to the extent it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee or the Agent, but will suffer and permit
the execution of every such power as though no such law had been enacted. 
 SECTION 9.08.    Compliance Certificate;
Statements as to Defaults. 
 The Company shall deliver to the Trustee and the Agent, (i) within 120 days after the end of each
Fiscal Year (beginning with the Fiscal Year ending on December 31, 2019), an Officers’ Certificate indicating whether or not the signers thereof have knowledge of the occurrence of any Event of Default under this Indenture during such
fiscal year, and (ii) within 30 days after the occurrence thereof, written notice of any events that would constitute an Event of Default under this Indenture, the status of such events and the action that the Company is taking or proposes to
take in respect thereof. 
 SECTION 9.09.    Further Instruments and Acts. 

The Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purposes of this Indenture. 

  
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 SECTION 9.10.    Rule 144A Information. 

(a)    If, at any time during the six-month period beginning on, and including, the date that is
six months after the last date of original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after
giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or
Holders that were the Company’s Affiliates at any time during the three months preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on
the Notes. In such circumstances, Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file has occurred
and is continuing or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates (or Holders that have been the Company’s Affiliates at any time during the three months preceding) without restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 9.10(a), documents or reports that the Company is required to “file” with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. 

(b)    If, and for so long as, the restrictive legend on the Notes specified in Section 2.04(a) has not been
removed (or deemed removed pursuant to this Indenture), the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s
Affiliates at any time during the three months preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of and after the 370th day after the last date of original issuance of the Notes, the
Company shall pay Additional Interest on the Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the restrictive legend on the Notes has been removed (or deemed removed) in accordance with
Section 2.04(a), the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the
three months preceding) (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes). 

(c)    Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular
interest on the Notes. 
 (d)    Notwithstanding anything herein to the contrary, at no time shall Additional Interest pursuant to
Section 9.10(a) or Section 9.10(b) and any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 5.02, taken together,
exceed 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. 

(e)    If Additional Interest is payable by the Company pursuant to Section 9.10(a) or
Section 9.10(b), the Company shall deliver to the Trustee and the Paying Agent an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on
which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume 

  
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without inquiry that no such Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall promptly deliver to the Trustee
an Officer’s Certificate setting forth the particulars of such payment. 
 ARTICLE 10 

LISTS OF NOTEHOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE 

SECTION 10.01.    Lists of Noteholders. 

The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee and the Paying Agent, semi-annually, not more
than fifteen days after each February 1 and August 1 in each year, beginning with February 1, 2020, and at such other times as the Trustee and the Paying Agent may request in writing, within 30 days after receipt by the Company of any
such request (or such lesser time as the Trustee and the Paying Agent 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 and the Paying Agent may reasonably
require of the names and addresses of the Noteholders as of a date not more than fifteen days (or such other date as the Trustee and the Paying Agent 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
10.02.    Preservation and Disclosure of Lists. 
 The Trustee and the Paying Agent shall preserve, in as current
a form as is reasonably practicable, all information as to the names and addresses of the Noteholders contained in the most recent list furnished to it as provided in Section 10.01 or maintained the Note Registrar. The
Trustee and the Paying Agent may destroy any list furnished to it as provided in Section 10.01 upon receipt of a new list so furnished. 

ARTICLE 11 
 CONCERNING
THE TRUSTEE AND THE AGENT 
 SECTION 11.01.    Duties and Responsibilities of Trustee and Agent. 

The Trustee, except during the occurrence of an Event of Default, undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Trustee will be under no
obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against the costs, losses,
expenses and liabilities that might be incurred by it in compliance with such request or direction. 

  
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 No provision of this Indenture shall be construed to relieve the Trustee or the Agent from
liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (a)    prior to
the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred: 

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

(b)    neither the Trustee nor the Agent shall be liable for any error of judgment made in good faith by a Responsible Officer or Officers
of the Trustee or the Agent (as applicable), unless it shall be proved that the Trustee or the Agent, as applicable, was negligent in ascertaining the pertinent facts; 

(c)    neither the Trustee nor the Agent shall be liable with respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a majority in principal amount of the Notes at the time outstanding determined as provided in Section 12.04 relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee or the Agent, or exercising any trust or power conferred upon the Trustee or the Agent, under this Indenture; 

(d)    whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or
affording protection to, the Trustee or the Agent shall be subject to the provisions of this Section 11.01; 

(e)    neither the Trustee nor the Agent shall be liable in respect of any payment (as to the correctness of amount, entitlement to
receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-registrar with respect to the Notes; 

  
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 (f)    if any party fails to deliver a notice relating to an event the fact of which,
pursuant to this Indenture, requires notice to be sent to the Trustee or the Agent, the Trustee or the Agent may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless such Responsible Officer
of the Trustee or the Agent had actual knowledge of such event; 
 (g)    in the absence of written investment direction from the
Company, all cash received by the Trustee or the Agent shall be placed in a non-interest bearing trust account, and in no event shall the Trustee or the Agent be liable for the selection of investments or for
investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing such investments prior to its maturity date or the failure of the party
directing such investment to provide timely written investment direction, and the Trustee or the Agent shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment direction from the Company;

 (h)    in the event that the Trustee or the Agent is also acting as Custodian, Note Registrar, Paying Agent, Conversion Agent or
transfer agent hereunder, the rights and protections afforded to the Trustee or the Agent pursuant to this Article 11 shall also be afforded to such Custodian, Note Registrar, Paying Agent, Conversion Agent or transfer
agent, as applicable; 
 (i)    neither the Trustee nor the Agent shall have a duty to see to the payment or discharge of any tax,
assessment, or other governmental charge or any lien or encumbrance of any kind; 
 (j)    neither the Trustee nor the Agent shall be
required to give any bond or surety in respect of the powers granted hereunder; 
 (k)    none of the provisions contained in this
Indenture shall require the Trustee or the Agent to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers; 

(l)    neither the Trustee nor the Agent shall be required to give any bond or surety in respect of the performance of its powers and
duties hereunder; 
 (m)    the Trustee or the Agent may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture; 
 (n)    no
provision of this Indenture shall be deemed to impose any duty or obligation on the Agent or the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations, or the
exercise any right or power, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination may be based on the advice or opinion of
counsel); 
 (o)    under no circumstances shall the Trustee be liable in its individual capacity for the obligation evidenced under the
Notes; and 

  
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 (p)    the Trustee shall have no obligation to pursue any action that is not in
accordance with applicable law. 
 SECTION 11.02.    Reliance on Documents, Opinions, Etc. 

Except as otherwise provided in Section 11.01: 

(a)    the Trustee and the Agent may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, Note, coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; 

(b)    any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’
Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee and the Agent by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

 (c)    each of the Agent and the Trustee may consult with counsel of its selection and require an Opinion of Counsel and any written
or verbal advice of such counsel or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; 

(d)    each of the Agent and the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee or the Agent, as applicable, security or indemnity satisfactory to it
against the costs, losses, expenses and liabilities that may be incurred therein or thereby; 
 (e)    neither the Agent nor the Trustee
shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee
or the Agent, in their respective discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee or Agent, as the case may be, shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company at reasonable times, in a reasonable manner and upon reasonable advance notice, personally or by agent or attorney at the expense of the Company and shall
incur no liability of any kind by reason of such inquiry or investigation; 
 (f)    each of the Agent and the Trustee may execute any
of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee or the Agent, as the case may be, shall not be responsible for any misconduct or negligence
on the part of any agent, custodian, nominee or attorney appointed by it with due care hereunder; 
 (g)    the permissive rights of the
Trustee and the Agent enumerated herein shall not be construed as duties; and 

  
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 (h)    neither the Trustee nor the Agent shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. 

In no event shall the Trustee or the Agent be liable for any special, punitive, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Trustee or the Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Trustee and the Agent shall not be charged with knowledge of
any Default or Event of Default, except (1) any Default or Event of Default of which a Responsible Officer shall have actual knowledge or (2) any Default or Event of Default of which written notice shall have been received by the Trustee
or the Agent at their respective Corporate Trust Offices by the Company or by any Holder of the Notes during any period it is serving as Note Registrar and Paying Agent for the Notes and such notice references the Notes and this Indenture, any Event
of Default occurring pursuant to Sections 5.01(a), 5.01(b), 5.01(i) or 5.01(j). 
 SECTION
11.03.    No Responsibility for Recitals, Etc. 
 The recitals contained herein and in the Notes (except in the
Trustee’s or the Agent’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee and the Agent assume no responsibility for the correctness of the same. The Trustee and the Agent make no
representations as to the validity or sufficiency of this Indenture or of the Notes. Neither the Trustee nor the Agent shall be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and
delivered by the Trustee in conformity with the provisions of this Indenture other than the Authenticating Agent’s certificate of authentication. 

SECTION 11.04.    Trustee, Paying Agents, Conversion Agents or Note Registrar May Own Notes.

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

SECTION 11.06.    Compensation and Expenses of Trustee and Agent. 

The Company covenants and agrees to pay to the Trustee and the Agent from time to time, and the Trustee and the Agent shall be entitled to,
such compensation as shall be agreed in writing between the Company and the Trustee or the Agent for all services rendered by them 

  
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hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and the Company will pay or reimburse the Trustee
and the Agent upon their request for all reasonable expenses, disbursements and advances reasonably incurred or made and reasonably documented by the Trustee and the Agent in accordance with any of the provisions of this Indenture in any capacity
thereunder (including the reasonable compensation and the expenses and disbursements of its agents and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall have been caused by its gross
negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction. The Company also covenants to indemnify the Trustee and the Agent in any capacity under this Indenture and any other document or transaction entered into
in connection herewith and to protect and hold it harmless against, any and all loss, claim, damage, liability or fees and expense, including taxes (other than taxes based on the income of the Trustee and the Agent), incurred without gross
negligence or willful misconduct, as finally adjudicated by a court of competent jurisdiction, on the part of the Trustee or the Agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending the Trustee or the Agent against any claim (whether asserted by the Company, a Noteholder or any other Person) of liability in the premises, and expenses and costs (including reasonable attorneys’
fees and expenses and court costs) incurred in connection with any action, claim or suit brought to enforce the Trustee’s right to indemnification. The obligations of the Company under this Section 11.06 to compensate
or indemnify the Trustee and the Agent and to pay or reimburse the Trustee and the Agent for expenses, disbursements and advances shall be secured by a senior claim to which the Notes are hereby made subordinate on all money or property held or
collected by the Trustee or the Agent, except, subject to the effect of Section 5.05, funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s or Agent’s right to receive
payment of any amounts due under this Section 11.06 shall not be subordinate to any other liability or Indebtedness of the Company (even though the Notes may be so subordinated). The obligations of the Company under this
Section 11.06 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal or the Trustee or the Agent, as the case may be. The Company need not pay for any settlement made without
its consent, which consent shall not be unreasonably withheld. The indemnification provided in this Section 11.06 shall survive the termination or defeasance of this Indenture and the resignation or removal of the Trustee
or the Agent, as the case may be. The Trustee or the Agent shall notify the Company promptly of any claim of which a Responsible Officer receives written notice for which it may seek indemnity. 

Without prejudice to any other rights available to the Trustee or the Agent under applicable law, when the Trustee, the Agent and their agents
and any Authenticating Agent incur expenses or render services after an Event of Default specified in clauses (i) or (j) of Section 5.01 occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy, insolvency or similar laws. 
 SECTION
11.07.    Officers’ Certificate as Evidence. 
 Except as otherwise provided in
Section 11.01, whenever in the administration of the provisions of this Indenture the Trustee or the Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be 

  
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conclusively proved and established by an Officers’ Certificate delivered to the Trustee or the Agent, and such Officers’ Certificate shall be full warrant to the Trustee or the Agent
for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof. 
 SECTION
11.08.    Eligibility of Trustee and Agent. 
 There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. If such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority, then for the purposes of this Section 11.08, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.08, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article 11. 
 SECTION 11.09.    Resignation or Removal of Trustee. 

(a)    The Trustee and the Agent (as applicable) may at any time resign by giving written notice of such resignation to the Company and by
sending notice thereof to the Noteholders at their addresses as they shall appear on the Note Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or agent (as applicable) by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee or Agent (as applicable) and one copy to the successor trustee or agent (as applicable). If no successor trustee or
agent (as applicable) shall have been so appointed and have accepted appointment within 60 days after the mailing of such notice of resignation to the Noteholders, the resigning Trustee or Agent (as applicable) may, upon ten Business Days’
notice to the Company and the Noteholders, petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee or agent (as applicable), or any Noteholder who has been a bona fide Holder of a Note
or Notes for at least six months may, subject to the provisions of Section 5.11, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee or agent (as
applicable). Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee or agent (as applicable). 

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

(1)    the Trustee or Agent (as applicable) shall fail to comply with Section 11.08 within a
reasonable time after written request therefor by the Company or by any Noteholder who has been a bona fide Holder of a Note or Notes for at least six months, or 

(2)    the Trustee or Agent (as applicable) shall cease to be eligible in accordance with the provisions of
Section 11.08 and shall fail to resign after written request therefor by the Company or by any such Noteholder, or 

  
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 (3)    the Trustee or Agent (as applicable) shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, 
 (4)    then, in any such case, the Company may by a Board Resolution
remove the Trustee or Agent (as applicable) and appoint a successor trustee or agent (as applicable) by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee or
Agent so removed and one copy to the successor trustee or agent (as applicable), or, subject to the provisions of Section 5.11, any Noteholder who has been a bona fide Holder of a Note or Notes for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or Agent (as applicable) and the appointment of a successor trustee or agent (as applicable). Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Agent (as applicable) and appoint a successor trustee or agent (as applicable). 

(c)    The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with
Section 12.04, may at any time remove the Trustee or Agent (as applicable) and nominate a successor trustee or agent (as applicable) that shall be deemed appointed as successor trustee or agent (as applicable) unless within
ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee or Agent (as applicable) so removed or any Noteholder, upon the terms and conditions and otherwise as in
Section 11.10(a) provided, may petition, at the expense of the Company, any court of competent jurisdiction for an appointment of a successor trustee or agent (as applicable). 

(d)    Any resignation or removal of the Trustee or Agent (as applicable) and appointment of a successor trustee or agent (as applicable)
pursuant to any of the provisions of this Section 11.9 shall become effective upon acceptance of appointment by the successor trustee or agent (as applicable) as provided in Section 11.10. The
Trustee or Agent (as applicable) shall have no liability for the actions or inactions of the successor trustee or agent (as applicable). 

SECTION 11.10.    Acceptance by Successor Trustee or Agent. 

Any successor trustee or agent appointed as provided in Section 11.09 shall execute, acknowledge and deliver to the
Company and to its predecessor trustee or agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or agent shall become effective and such successor trustee or agent, without any
further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as trustee or agent herein; but, nevertheless, on the written request of
the Company or of the successor trustee or agent, the trustee or agent ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 11.06, execute and deliver an instrument
transferring to such successor trustee or agent all the rights and powers of the trustee or agent so ceasing to act. 

  
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 Upon the reasonable written request of any such successor trustee or agent, the Company
shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee or agent all such rights and powers. Any trustee or Agent ceasing to act shall, nevertheless, retain a senior claim to
which the Notes are hereby made subordinate on all money or property held or collected by such trustee or agent as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the
provisions of Section 11.06. 
 No successor trustee or agent shall accept appointment as provided in this
Section 11.10 unless at the time of such acceptance such successor trustee or agent shall be qualified under the provisions of Section 11.08 and be eligible under the provisions of
Section 11.09. 
 Upon acceptance of appointment by a successor trustee or agent as provided in this
Section 11.10, each of the Company and the successor trustee or agent, at the written direction and at the expense of the Company, shall send electronically, mail or cause to be mailed notice of the succession of such
trustee or agent hereunder to the Noteholders at their addresses as they shall appear on the Note Register. If the Company fails to mail such notice within ten days after acceptance of appointment by the successor trustee or agent, the successor
trustee or agent shall cause such notice to be mailed at the expense of the Company. 
 SECTION 11.11.    Succession
by Merger, Etc. 
 Any corporation or other entity into which the Trustee or Agent may be merged or converted or with which it may be
consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Trustee or Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust
business of the Trustee or the Agent, as the case may be (including the administration of this Indenture), shall be the successor to the Trustee or the Agent hereunder without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided that in the case of any corporation or other entity succeeding to all or substantially all of the corporate trust business of the Trustee or the Agent (as applicable), such corporation or other entity shall be
eligible under the provisions of Section 11.08. 
 In case at the time such successor to the Trustee or the Agent,
as the case may be, shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee or Agent may adopt the certificate of authentication of any predecessor
authenticating agent, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Authenticating Agent may authenticate such Notes either in the name of any predecessor
trustee or agent hereunder or in the name of the successor trustee or agent; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Authenticating
Agent shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Authenticating Agent or to authenticate Notes in the name of any predecessor Authenticating Agent shall apply only to its
successor or successors by merger, conversion or consolidation. 

  
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 SECTION 11.12.    Trustee’s or Agent’s Application for
Instructions from the Company. 
 Any application by the Trustee or Agent for written instructions from the Company (other than with
regard to any action proposed to be taken or omitted to be taken by the Trustee or Agent that affects the rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee or the Agent, set forth in writing any action
proposed to be taken or omitted by the Trustee or the Agent under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. Neither the Trustee nor the Agent shall be liable for any action
taken by, or omission of, the Trustee or the Agent, as the case may be, in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the
date any officer that the Company has indicated to the Trustee and the Agent should receive such application actually receives such application, unless any such officer shall have consented in writing to any earlier date), unless, prior to taking
any such action (or the effective date in the case of any omission), the Trustee and the Agent shall have received written instructions in accordance with this Indenture in response to such application specifying the action to be taken or omitted.

 ARTICLE 12 

CONCERNING THE NOTEHOLDERS 

SECTION 12.01.    Action by Noteholders. 

Whenever in this Indenture it is provided that the Holders of a specified percentage in 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 Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Noteholders voting in favor thereof at any
meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Company, the Agent or the Trustee solicits the taking of any action by the Holders of the
Notes, the Company, the Agent or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Noteholders entitled to take such action. The record date if one is selected shall be not
more than fifteen days prior to the date of commencement of solicitation of such action. 
 SECTION 12.02.    Proof
of Execution by Noteholders. 
 Subject to the provisions of Section 11.01 and
Section 11.02, proof of the execution of any instrument by a Noteholder 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 the
Agent or in such manner as shall be satisfactory to the Trustee or the Agent. The holding of Notes shall be proved by the Note Register or by a certificate of the Note Registrar. 

  
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 SECTION 12.03.    Who Are Deemed Absolute Owners. 

The Company, the Trustee, the Agent, 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, premium, if any, and (subject to Section 2.03) accrued and unpaid interest on such Note,
for conversion of such Note and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Conversion Agent nor any Note Registrar shall be affected by any notice to the contrary. All such payments so made to any
Holder for the time being, or upon its order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Note. Notwithstanding anything to the contrary in this
Indenture or the Notes following an Event of Default, any Holder of a beneficial interest in a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any
other Person, such Holder’s right to exchange such beneficial interest for a Note in certificated form in accordance with the provisions of this Indenture. 

SECTION 12.04.    Company-Owned Notes Disregarded. 

In determining whether the Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or
other action under this Indenture, Notes that are owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company 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 or the Agent 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 12.04 if the pledgee shall
establish to the satisfaction of the Trustee or the Agent the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company or a Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company. In the case of a dispute as to such right, any decision by the Trustee or the Agent taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall
furnish to the Trustee or the Agent promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to
Section 11.01, the Trustee or the Agent shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for
the purpose of any such determination. 
 SECTION 12.05.    Revocation of Consents; Future Noteholders Bound.

 At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 12.01, of the taking
of any action by the Holders of the percentage in 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 and the Agent at their Corporate Trust Office and upon proof of holding as provided in Section 12.02, revoke such action so far as concerns such
Note. Except as aforesaid, any such action taken by the Holder of 

  
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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 13 

SATISFACTION AND DISCHARGE 

SECTION 13.01.    Satisfaction and Discharge of the Indenture. 

When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have
been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable (whether at Stated Maturity for the payment of the principal amount thereof or on any Fundamental Change Purchase Date, Redemption Date or upon conversion or otherwise) and the Company shall irrevocably
deposit with the Paying Agent, in trust, or deliver to the Holders, as applicable, cash funds and/or (in the case of conversion) shares of Common Stock, as applicable, sufficient to pay all amounts due or deliverable on all of such Notes (other than
any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Paying Agent for cancellation, then
this Indenture shall cease to be of further effect (except as to (A) rights hereunder of Holders of the Notes to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders of the Notes, as beneficiaries
hereof with respect to the amounts, if any, so deposited with the Paying Agent and (B) the rights, obligations and immunities of the Paying Agent hereunder), and the Paying Agent, on written demand of the Company accompanied by an
Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Paying Agent for any costs or expenses thereafter reasonably and properly incurred by the Paying Agent, including the fees and expenses
of its counsel, and to compensate the Paying Agent for any services thereafter reasonably and properly rendered by the Paying Agent in connection with this Indenture or the Notes. Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Agent and the Paying Agent under Section 11.06 shall survive. 
 SECTION
13.02.    Deposit of Monies to be Held in Trust by Trustee. 
 Subject to Section 13.04,
all monies deposited with the Paying Agent pursuant to Section 13.01 shall be held in trust for the sole benefit of the Holders of the Notes, and such monies shall be applied by the Paying Agent to the payment to the
Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Paying Agent, of all sums due and to become due thereon for principal and interest, if any. 

  
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 SECTION 13.03.    [Reserved]. 

SECTION 13.04.    Return of Unclaimed Monies. 

Subject to the requirements of applicable law, any monies deposited with or paid to the Paying Agent for payment of the principal of or
interest, if any, on the Notes and not applied but remaining unclaimed by the Holders of the Notes for two years after the date upon which the principal of or interest, if any, on such Notes, as the case may be, shall have become due and payable,
shall be repaid to the Company by the Paying Agent on demand, and all liability of the Paying Agent shall thereupon cease with respect to such monies; and the Holder of any of the Notes shall thereafter look only to the Company for any payment that
such Holder of the Notes may be entitled to collect unless an applicable abandoned property law designates another Person. 
 SECTION
13.05.    Reinstatement. 
 If the Paying Agent is unable to apply any money in accordance with Section 13.02
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though
no deposit had occurred pursuant to Section 13.01 until such time as the Paying Agent is permitted to apply all such money in accordance with Section 13.02; provided, however, that if the Company makes any payment of interest
on or principal of any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Paying Agent. 

ARTICLE 14 

MISCELLANEOUS 
 SECTION
14.01.    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 14.02.    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 successor of the Company. 

SECTION 14.03.    Addresses for Notices, Etc. 

Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee, the Agent or by the
Noteholders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by being 

  
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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 Agent and the Trustee) to Proofpoint, Inc.,
892 Ross Drive, Sunnyvale, California 94089, Attention: General Counsel. Any notice, direction, request or demand hereunder to or upon the Trustee or the Agent shall be deemed to have been sufficiently given or made, for all purposes, if given or
served by a facsimile transmission or by being deposited postage prepaid by registered or certified mail in a post office letter box addressed to its Corporate Trust Office. Any notice, direction, request or demand hereunder to or upon the Note
Registrar, Paying Agent, Transfer Agent, Authenticating Agent or Conversion Agent shall be deemed to have been sufficiently given or made, for all purposes, if given or served by a facsimile transmission or by being deposited postage prepaid by
registered or certified mail in a post office letter box addressed to its Corporate Trust Office. 
 The Trustee and the Agent, by notice to
the Company, may designate additional or different addresses for subsequent notices or communications. 
 Any notice or communication mailed
to a Noteholder 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. 

Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other
Noteholders. If a notice or communication is mailed 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 or the Agent (as applicable) shall constitute a sufficient notification for every purpose hereunder. 

Notwithstanding any other provision of this Indenture or any Note, whenever notice is required to be given to a Holder of a Global Note, such
notice shall be sufficiently given if given to the Depositary for such Note (or its designee), pursuant to customary procedures of such Depositary. 

SECTION 14.04.    Governing Law. 

THIS INDENTURE AND EACH OF THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 14.05.    Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee and
Agent. 
 (a)    Upon any request or application by the Company to the Trustee or the Agent to take any action under this Indenture,
the Company shall furnish to the Trustee and the Agent: 
 (1)    an Officers’ Certificate stating that, in the
opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

  
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 (2)    an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with. 
 (b)    Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include: 
 (1)    a statement that each person signing such
certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
 (2)    a brief
statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; 

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

(4)    a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied
with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. 

Notwithstanding anything to the contrary in this Section 14.05, if any provision in this Indenture specifically
provides that the Trustee or Agent shall or may receive an Opinion of Counsel in connection with any action to be taken by the Trustee, the Agent, or the Company hereunder, the Trustee or the Agent, as applicable, shall be entitled to, or entitled
to request, such Opinion of Counsel. 
 SECTION 14.06.    Payments on Business Days. 

If any Interest Payment Date, Redemption Date, the Stated Maturity of the Notes or any earlier required repurchase date upon a Fundamental
Change would fall on a day that is not a Business Day, the required payment shall be made on the next succeeding Business Day and no interest on such payment shall accrue in respect of the delay. 

SECTION 14.07.    No Security Interest Created. 

Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction. 
 SECTION
14.08.    [Reserved]. 
 SECTION 14.09.    Benefits of Indenture. 

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

  
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 SECTION 14.10.    Authenticating Agent. 

The Agent shall appoint an authenticating agent (together with its successors, assigns and validly appointed replacements, the
“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 3.05 and
Section 7.04 as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this
Indenture, the authentication and delivery of Notes by the Authenticating Agent shall be deemed to be authentication and delivery of such Notes “by the Agent” and a certificate of authentication executed on behalf of the Agent by an
Authenticating Agent shall be deemed to satisfy any requirement hereunder or in the Notes for the Agent’s certificate of authentication. Such Authenticating Agent shall at all times be a Person eligible to serve as trustee hereunder pursuant to
Section 11.08. The Agent initially appoints the Trustee as Authenticating Agent. 
 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 all or substantially all 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 14.10, 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, the Agent and to the Company. The
Agent 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 14.10, the Agent may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Company and shall mail notice
of such appointment to all Noteholders as the names and addresses of such Holders appear on the Note Register. 
 The Company agrees to pay
to the Authenticating Agent from time to time reasonable compensation for its services although the Company may terminate the Authenticating Agent, if it determines such agent’s fees to be unreasonable. 

The provisions of Section 11.02, Section 11.03, Section 11.04,
Section 12.03 and this Section 14.10 shall be applicable to any Authenticating Agent. 

  
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 SECTION 14.11.    Calculations. 

Except as otherwise provided in this Indenture, the Company shall be responsible for making all calculations called for under the Notes. These
calculations include, but are not limited to, determinations of any Last Reported Sale Price of the Common Stock, the Daily VWAP, accrued interest payable on the Notes and the Conversion Rate. 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 Agent and the Conversion Agent (if different than
the Trustee), and each of the Trustee, the Agent and Conversion Agent (if different than the Trustee) is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee or the Paying
Agent will forward the Company’s calculations to any Holder of Notes upon the written request of that Holder at the sole cost and expense of the Company. 

SECTION 14.12.    Rules by Trustee, Paying Agent and Note Registrar. 

The Trustee may make reasonable rules for action by, or a meeting of, Holders. The Note Registrar and the Paying Agent may make reasonable
rules for their functions. 
 SECTION 14.13.    Table of Contents, Headings, Etc. 

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

SECTION 14.14.    Execution in Counterparts. 

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used
in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

SECTION 14.15.    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
14.16.    No Recourse Against Others. 
 No director, officer, employee, stockholder, incorporator or agent of the
Company will have any liability for any obligations of the Company under the Notes, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and
releases all such liability. 

  
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 SECTION 14.17.    Waiver of Jury Trial. 

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 
 SECTION
14.18.    Force Majeure. 
 In no event shall the Trustee or the Agent be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee and the Agent 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 14.19.    U.S.A. Patriot Act. 

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

ARTICLE 15 
 REDEMPTION

 SECTION 15.01.    Right to Redeem. 

The Notes shall not be redeemable before August 20, 2022, and no sinking fund is provided for the Notes. On or after such date, the
Company shall be entitled to redeem the Notes at its option, in whole or in part, except for any Notes that the Company is required to repurchase as provided under Section 3.01, in cash at the Redemption Price as set forth
in this Section 15.01; provided that the Last Reported Sale Price of the Company’s Common Stock for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date
on which the Company provides the Redemption Notice, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice, exceeds 130% of the
applicable Conversion Price for the Notes on each applicable Trading Day as determined by the Company. The redemption price for the Notes to be redeemed on any Redemption Date (the “Redemption Price”) will equal (a) 100% of the
principal amount of the Notes being redeemed plus (b) accrued and unpaid interest (including Additional Interest), if any, to, but excluding, the Redemption Date, unless the Redemption Date falls after a Regular Record Date but on or
prior to the immediately succeeding Interest Payment Date, in which case the Company shall instead pay the full amount of accrued and unpaid interest, including any Additional Interest, to the Holder of record as of the close of business on such
Regular Record Date and the Redemption 

  
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Price will be 100% of the principal amount of Notes to be redeemed. If Notes are redeemed on a date that is after a Regular Record Date for the payment of interest and on or prior to the
corresponding Interest Payment Date, accrued and unpaid interest will not be paid to the Holder of Notes being redeemed, and instead the full amount of the relevant interest payment will be paid on such Interest Payment Date to the Holder of record
on such Regular Record Date. The Redemption Date must be a Business Day and must be prior to the 43rd Scheduled Trading Day immediately preceding the Stated Maturity. 

SECTION 15.02.    Notices to Trustee. 

If the Company elects to redeem Notes pursuant to the optional redemption provisions of the Notes, it shall notify the Trustee in writing of
the Redemption Date, the principal amount of Notes to be redeemed and the paragraph of the Notes pursuant to which the redemption will occur. 

The Company shall give each notice to the Trustee provided for in this Section 15.02 at least 35 days (or such
longer notice period as required by Section 15.04) before the Redemption Date unless the Trustee consents to a shorter period; provided, however, that if the Company mails a Redemption Notice to Holders more
than 30 days prior to the Redemption Date, in accordance with Section 15.05 hereto, the Company shall immediately give notice to the Trustee. Such notice shall be accompanied by an Officers’ Certificate and an Opinion
of Counsel from the Company to the effect that such redemption will comply with the conditions herein. 
 SECTION
15.03.    Selection of Notes to Be Redeemed. 
 In the event that the Company chooses to redeem less than all of
the Notes at any time, selection of the Notes for redemption shall be made by the Trustee by lot or by such method as the Trustee shall deem fair and appropriate in accordance with DTC procedures. The Trustee shall make the selection from
outstanding Notes not previously called for redemption. Notes and portions of them the Trustee selects shall be in principal amounts of $1,000 or multiples of $1,000. Provisions of this Indenture that apply to Notes called for redemption also apply
to portions of Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of Notes to be redeemed. 

SECTION 15.04.    Notice of Redemption. 

At least 30 days but not more than 60 days (or such longer notice period as required to provide that there is a sufficient number of Trading
Days between the Redemption Notice and the Redemption Date (the “Redemption Period”) such that the entire Conversion Redemption Observation Period occurs within such Redemption Period and such Redemption Notice is delivered by the
Company at least two Trading Days prior to the commencement of the related Conversion Redemption Observation Period) before a Redemption Date, the Company shall mail a notice of redemption (a “Redemption Notice”) by first-class mail
or electronic transmission to each Holder of Notes at such Holder’s registered address. Any inadvertent defect in the Redemption Notice, including an inadvertent failure to give notice, to any Holder selected for redemption shall not impair or
affect the validity of the redemption of any other Note redeemed in accordance with provisions of this Indenture. Simultaneously with providing such Redemption Notice, the Company shall issue a press release, which will also be available on the
Company’s website. 

  
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 The notice shall identify the Notes to be redeemed and shall state: 

(1)    the Redemption Date; 

(2)    the Redemption Price; 

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

(4)    that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; 

(5)    if fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the
particular Notes to be redeemed; 
 (6)    that, unless the Company defaults in making such redemption payment, interest
on Notes (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date; 
 (7)    the
“CUSIP” number, ISIN or “Common Code” number, if any, printed on the Notes being redeemed; 

(8)    that no representation is made as to the correctness or accuracy of the “CUSIP” number, ISIN, or
“Common Code” number, if any, listed in such notice or printed on the Notes; 
 (9)    that such Holder
has a right to convert the Notes called for redemption upon satisfaction of the requirements therefor set forth in this Indenture, and the Conversion Rate applicable to such conversion, including any Additional Shares to be received upon conversion
of the Notes in connection with such Redemption Notice pursuant to Section 4.06; and 

(10)    the time at which such Holders’ right to convert the Notes called for redemption will expire, which will be
the close of business on the Business Day immediately preceding the Redemption Date. 
 At the Company’s request (which request must be
made at least 35 days prior to the Redemption Date), the Trustee shall give the Redemption Notice in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by
this Section 15.04. 
 SECTION 15.05.    Effect of Redemption Notice. 

Once a Redemption Notice is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price
stated in the Redemption Notice. Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption Price stated in 

  
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the Redemption Notice, plus accrued interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the related
Interest Payment Date), and such Notes shall be canceled by the Paying Agent. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 

SECTION 15.06.    Deposit of Redemption Price. 

Prior to 10:00 a.m. (local time in The City of New York) on the Redemption Date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and accrued interest on all Notes to be redeemed on that date other than Notes or portions of Notes called for redemption
which have been delivered by the Company to the Paying Agent for cancellation. 
 SECTION 15.07.    Notes Redeemed in
Part. 
 If a portion of Notes are selected for redemption and a Holder converts a portion of those Notes, the converted portion will be
deemed to be of the portion selected for redemption to the extent that the converted portion does not exceed the portion selected for redemption. Upon surrender of a Note that is redeemed in part, the Company shall execute and the Authenticating
Agent shall authenticate for the Holder (at the Company’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 

SECTION 15.08.    Effect of Redemptions in Part. 

In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of or exchange any Notes
during a period beginning at the open of business 15 days before the mailing of a Redemption Notice and ending at the close of business on the earliest date on which the relevant Redemption Notice is deemed to have been given to all Holders of Notes
to be redeemed or (ii) register the transfer of or exchange any Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Notes being redeemed in part. 

SECTION 15.09.    Conditions to Redemption. 

No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior
to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Redemption Price with respect to such Notes). 

[Remainder of the page intentionally left blank] 

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

			
	PROOFPOINT, INC.


 
			
		
	By:	 	 /s/ Paul Auvil

	Name:	 	Paul Auvil
	Title:	 	CFO


 [Indenture Signature Page] 











 
			
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee



 
			
		
	By:	 	 /s/ Maddy Hughes

	Name:	 	Maddy Hughes
	Title:	 	Vice President


 [Indenture Signature Page] 











 SCHEDULE A 

The following table sets forth the number of Additional Shares, if any, by which the Conversion Rate per $1,000 principal amount of Notes will
increase pursuant to Section 4.06 of this Indenture for each Stock Price and Effective Date set forth below: 
  

																																									
	 Effective Date
	  	$111.99	 	  	$125.00	 	  	$153.99	 	  	$175.00	 	  	$200.18	 	  	$225.00	 	  	$250.00	 	  	$300.00	 	  	$500.00	 	  	$700.00	 
	 August 23, 2019
	  	 	2.4352	 	  	 	1.9402	 	  	 	1.2161	 	  	 	0.8899	 	  	 	0.6258	 	  	 	0.4505	 	  	 	0.3282	 	  	 	0.1791	 	  	 	0.0144	 	  	 	0.0000	 
	 August 15, 2020
	  	 	2.4352	 	  	 	1.9402	 	  	 	1.1754	 	  	 	0.8367	 	  	 	0.5687	 	  	 	0.3958	 	  	 	0.2785	 	  	 	0.1415	 	  	 	0.0068	 	  	 	0.0000	 
	 August 15, 2021
	  	 	2.4352	 	  	 	1.9016	 	  	 	1.0886	 	  	 	0.7429	 	  	 	0.4792	 	  	 	0.3163	 	  	 	0.2106	 	  	 	0.0952	 	  	 	0.0011	 	  	 	0.0000	 
	 August 15, 2022
	  	 	2.4352	 	  	 	1.8160	 	  	 	0.9512	 	  	 	0.6037	 	  	 	0.3552	 	  	 	0.2134	 	  	 	0.1290	 	  	 	0.0471	 	  	 	0.0000	 	  	 	0.0000	 
	 August 15, 2023
	  	 	2.4352	 	  	 	1.6693	 	  	 	0.7219	 	  	 	0.3867	 	  	 	0.1832	 	  	 	0.0885	 	  	 	0.0426	 	  	 	0.0088	 	  	 	0.0000	 	  	 	0.0000	 
	 August 15, 2024
	  	 	2.4352	 	  	 	1.5059	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 












 EXHIBIT A 

[FORM OF FACE OF NOTE] 

[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE] 

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A
TRANSFER OF THIS NOTE AS A WHOLE 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. 

UNLESS THIS NOTE 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 NOTE 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 HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 
 [INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY] 

[THIS NOTE AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE RESALE RESTRICTION TERMINATION DATE EXCEPT: 

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

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

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

(D)    PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 











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

THE “RESALE RESTRICTION TERMINATION DATE” MEANS THE LATER OF: (A) THE DATE THAT IS ONE YEAR AFTER THE LAST ORIGINAL
ISSUANCE DATE OF THE NOTES OR SUCH SHORTER PERIOD OF TIME PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO; AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW.] 

  
 A-2 












 PROOFPOINT, INC. 

0.25% Convertible Senior Note due 2024 
  

			
	No. [            ]	  	[Initially]1 $[            ]

 CUSIP No. [            ] 

Proofpoint, Inc., a Delaware corporation (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay [CEDE & CO.]2[            ]3, or registered assigns, [            ] DOLLARS ($[            ]) [(or such
greater or lesser principal amount as shall be specified in the “Schedule of Exchanges of Securities” attached hereto)]4 on August 15, 2024 unless earlier
converted, redeemed or repurchased, and to pay interest thereon as set forth in the manner, at the rates and to the Persons set forth in the Indenture. 

This Note shall bear interest at a rate of 0.25% per annum from August 23, 2019 or from the most recent date to which interest had been paid
or provided to, but excluding, the next scheduled Interest Payment Date, until the principal hereof shall be repaid. Interest on this Note will be computed on the basis of a 360-day year composed of twelve 30-day months. Interest is payable semi-annually in arrears on each February 15 and August 15, commencing on February 15, 2020, to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the Regular Record Date for such interest. Additional Interest will be payable at the option of the Company on the terms set forth in Section 5.02 or
Section 9.10 of the within-mentioned Indenture. 
 The Company will pay interest on overdue principal, and, to the
extent lawful, on overdue interest, in each case at a rate of 0.25% per annum. Interest not paid when due and any interest on principal or interest not paid when due will be paid to Holders on a special record date, which will be the 15th day
preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Paying Agent a notice that sets forth
the special record date, the payment date and the amount of interest to be paid. 
 The Company shall pay 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. The Company shall pay 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 
  
  

	1 	 Include if a Global Note. 



	2 	 Include if a Global Note. 



	3 	 Include if a Physical Note. 



	4 	 Include for Global Note. 



  
 A-3 












 
presented for payment or for registration of transfer. The Company may, however, change the Paying Agent or Note Registrar for the Notes without prior notice to the Holders thereof, and the
Company may act as Paying Agent or Note Registrar. Interest on the Notes (other than Notes that are Global Notes) will be payable (i) to Holders holding Notes in an aggregate principal amount of $1,000,000 or less, by check mailed to such
Holder and (ii) to Holders holding Notes in an aggregate principal amount of $1,000,000 or more, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect
until that Holder notifies, in writing, the Note Registrar to the contrary. 
 Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 

In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control. This Note, for all purposes,
shall be governed by and construed in accordance with the laws of the State of New York. 
 Unless the certificate of authentication hereon
has been executed by the Authenticating Agent referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

[Remainder of page intentionally left blank] 

  
 A-4 












 IN WITNESS WHEREOF, PROOFPOINT, INC. has caused this instrument to be signed manually or by
facsimile by its duly authorized officer. 
 Dated: August 23, 2019 

 

			
	PROOFPOINT, INC.


 
			
		
	By:	 	      

	Name:	 	
	Title:	 	



  
 A-5 












 CERTIFICATE OF AUTHENTICATION 

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

Dated: August 23, 2019 
  

			
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee



 
			
		
	By:	 	      

		 	Authorized Signatory



  
 A-6 












 [FORM OF REVERSE OF NOTE] 

PROOFPOINT, INC. 
 0.25%
Convertible Senior Note due 2024 
 This Note is one of a duly authorized issue of Securities of the Company (herein called the
“Notes”), issued under and pursuant to an Indenture dated as of August 23, 2019 (herein called the “Indenture”) by and among the Company, Wells Fargo Bank, National Association, herein called the
“Trustee” and as Note Registrar, Paying Agent, Transfer Agent, Authenticating Agent and Conversion Agent (the “Agent”), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Note Registrar, the Paying Agent, the Transfer Agent, the Authenticating Agent, the Conversion Agent and the Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. 

As provided in and subject to the provisions of the Indenture, upon the occurrence of a Fundamental Change, the Holder has the right, at such
Holder’s option, to require the Company to repurchase all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Purchase Date at a price equal to the
Fundamental Change Purchase Price. 
 The Notes shall not be redeemable before August 20, 2022, and no sinking fund is provided for the
Notes. On or after such date, the Company shall be entitled to redeem the Notes at its option, in whole or in part, except for any Notes that the Company is required to repurchase as provided under Section 3.01 of the
Indenture, in cash at the Redemption Price as set forth in Section 15.01 of the Indenture, provided that the Last Reported Sale Price of the Company’s Common Stock for at least 20 Trading Days (whether or not
consecutive), including the Trading Day immediately preceding the date on which the Company provides the Redemption Notice, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on
which the Company provides the Redemption Notice, exceeds 130% of the applicable Conversion Price for the Notes on each applicable Trading Day as determined by the Company. The Redemption Price for the Notes to be redeemed on any Redemption Date
will equal (a) 100% of the principal amount of the Notes being redeemed plus (b) accrued and unpaid interest (including Additional Interest), if any, to, but excluding, the Redemption Date, unless the Redemption Date falls after a
Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the Company will instead pay the full amount of accrued and unpaid interest, including any Additional Interest, to the Holder of record as of the
close of business on such Regular Record Date. If Notes are redeemed on a date that is after a Regular Record Date for the payment of interest and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest will not be paid
to the Holder of Notes being redeemed, and instead the full amount of the relevant interest payment will be paid on such Interest Payment Date to the Holder of record on such Regular Record Date. If the Company elects to redeem all or part of the
Notes on or after August 20, 2022, it will increase the Conversion Rate for Holders who convert Notes in connection with such redemption as set forth in the Indenture. 

  
 A-7 












 Notice will be given not less than 30 nor more than 60 days (or such longer notice period
such that the entire Conversion Redemption Observation Period occurs within the Redemption Period and such Redemption Notice is delivered by the Company at least two Trading Days prior to the commencement of the related Conversion Redemption
Observation Period) prior to the Redemption Date, and such notice will state, among other things: (a) that such Holder has a right to convert the Notes called for redemption upon satisfaction of the requirements therefor set forth in the
Indenture, and the Conversion Rate applicable to such conversion, including any Additional Shares to be received upon conversion of the Notes in connection with such Redemption Notice as provided in Section 4.06 of the
Indenture; and (b) the time at which such Holder’s right to convert the Notes called for redemption will expire, which will be the close of business on the Business Day immediately preceding the Redemption Date. Any inadvertent defect in
the Redemption Notice, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. 

As provided in and 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 August 15, 2024, to convert this Note or a portion thereof that is $1,000 or an integral
multiple thereof, into cash, shares of Common Stock or a combination thereof, at the Company’s discretion, at the applicable Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture. 

As provided in and subject to the provisions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental
Change Purchase Price, Redemption Price and the principal amount of the Notes on the Stated Maturity thereof, as the case may be, to the Holder who surrenders a Note to the 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 permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Notes to be effected under the Indenture at any time by the Company, the Agent and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

  
 A-8 












 As provided in and subject to the provisions of the Indenture, in case an Event of Default,
as defined in the Indenture, shall have occurred and be continuing, the principal of and interest on all Notes may be declared due and payable, by either the Trustee or Holders of not less than 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 provided in the Indenture; provided that upon the occurrence of an Event of Default specified in clauses
(i) and (j) of Section 5.01 of the Indenture, the principal amount of, and interest on, all the Notes shall automatically become due and payable. 

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 and deliver the principal of and any premium and interest on, and the consideration due upon conversion of, this Note at the time, place and rate, and in the coin and currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note
Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Notes are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of
like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for
any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge required by laws or payable in connection therewith. 

Prior to due presentment of this Note for registration of transfer, the Company, the Agent, the Trustee and any agent of the Company or
Trustee may treat the Person in whose name the Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Agent, the Trustee nor any such agent shall be affected by notice to the
contrary. 
 All defined terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 

  
 A-9 












 ABBREVIATIONS 

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). 

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

  
 A-10 












 SCHEDULE A5 

SCHEDULE OF EXCHANGES OF SECURITIES 

PROOFPOINT, INC. 
 0.25%
Convertible Senior Notes due 2024 
 The initial principal amount of this Global Note is
[                ] DOLLARS ($[            ]). The following exchanges, purchases or conversions of a part of
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	 
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			
		  				  				  				  			

  
  

	5 	 Include if a Global Note. 



  
 A-11 












 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 
  

	To:	 Proofpoint, Inc. and Wells Fargo Bank, National Association 



The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or a portion hereof (which is $1,000 or an
integral multiple hereof) below designated, into cash, shares of Common Stock or a combination thereof, at the Company’s discretion, 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 conversion, together with any check in payment for fractional shares of Common Stock, and any Notes representing any unconverted principal amount hereof, be paid or issued and delivered, as
the case may be, to the registered Holder hereof unless a different name has been indicated below. Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the close of business on a Regular Record
Date and prior to the open of business on the related Interest Payment Date, this notice is accompanied by payment of an amount equal to the interest payable on such Interest Payment Date of the principal of this Note to be converted. If any shares
of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this
Note. 
 Principal amount to be converted (in an integral multiple of $1,000, if less than all): 

 

			
	Dated:
                                         
	  	                                      
          
		
		  	                                      
          
		  	Signature(s)
		
	                                      
              	  	
	Signature Guarantee	  	
		
	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:	  	
		
	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock	  	


  
 1 













			
	Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Agent.	  	
		
	Fill in for registration of any shares of Common Stock and Notes if to be issued otherwise than to the registered Holder.	  	
		
	                                      
              	  	
	(Name)	  	
		
	                                      
              	  	
	(Address)	  	
		
	                                      
              	  	
	Please print Name and Address	  	
	(including zip code number)	  	
		
	                                      
              	  	
	Social Security or other Taxpayer	  	
	Identifying Number	  	


  
 2 












 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] 

To:    Proofpoint, Inc. and Wells Fargo Bank, National Association 

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Proofpoint, Inc. (the “Company”)
as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to repay to the registered Holder hereof in accordance with the applicable provisions
of this Note and the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental
Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the Business Day following the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change
Purchase Date. 
 In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below: 

 

			
	Dated:
                                    	 	
		
		 	                                      
                                      
		 	Signature(s)
		
		 	                                      
          
		 	Social Security or Other Taxpayer
		 	Identification Number
		
		 	Principal amount to be repaid (if less than all):
		
		 	NOTICE: The signature on the Fundamental Change Purchase Notice must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


  
 1 












 ATTACHMENT 3 

[FORM OF ASSIGNMENT AND TRANSFER] 

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                to transfer the said Note on the books of the Company, with full power of substitution in the premises. 

In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture
governing such Note, the undersigned confirms that such Note is being transferred: 
 ☐    To Proofpoint, Inc. or a subsidiary
thereof; or 
 ☐    Pursuant to a registration statement that has become or been declared effective under the Securities Act of
1933, as amended; or 
 ☐    Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or 

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

			
	Dated:
                                         
   	 	
		
	
                   
                                         
            
	 	
		
	
                   
                                         
            
	 	
	Signature(s)	 	
		
	
                   
                                         
            
	 	
	Signature Guarantee	 	
		
	Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:	 	
		
	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to
the Agent.	 	


  
 B-1 












 EXHIBIT B 

[FORM OF FREE TRANSFERABILITY CERTIFICATE] 
 To:
Wells Fargo Bank, National Association 
 Dear Sir or Madam: 

Whereas the 0.25% Convertible Senior Notes due 2024 (the “Notes”) have become freely tradable without restriction by non-affiliates of Proofpoint, Inc. (the “Company”) pursuant to Rule 144(b)(1) under the Securities Act of 1933, as amended, in accordance with Section 2.04(a) of the
indenture, dated as of August 23, 2019 (the “Indenture”), among the Company, Wells Fargo Bank, National Association, as trustee and Note Registrar, Paying Agent, Transfer Agent, Authenticating Agent and Conversion Agent,
pursuant to which the Notes were issued, the Company hereby instructs you that: 
  

	 	(i)	 the restrictive legends described in Section 2.04(a) of the Indenture and set forth
on the Notes and Common Stock issued or issuable upon conversion of the Notes will be deemed removed from the global securities representing such securities, in accordance with the terms and conditions of the Notes and as provided in the Indenture,
without further action on the part of Holders; and 


  

	 	(ii)	 the restricted CUSIP number for the Notes will be deemed removed from the Global Notes and replaced with the
unrestricted CUSIP number 743424 AF0, in accordance with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of Holders. 



Capitalized terms used but not defined herein have the meanings set forth in the Indenture. 

 

			
	Very truly yours,
	
	PROOFPOINT, INC.
		
	By:	 	      

	Name:	 	      

	Title:	 	      



  
 B-1