EX-4.2



 Exhibit 4.2 

AmTrust Financial Services, Inc. 

as Issuer 
 The Bank of
New York Mellon Trust Company, N.A. 
 as Trustee 

 
  

Fourth Supplemental Indenture 

Dated as of December 15, 2014 

to the Indenture dated as of 

December 21, 2011 

2.75% Convertible Senior Notes due 2044 







 TABLE OF CONTENTS 

 

					
	 	  	PAGE	 
	 Article 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	  
	             Section 1.01    Scope of Supplemental
Indenture
	  	 	1	  
	             Section 1.02    Definitions
	  	 	2	  
	             Section 1.03    References to
Interest
	  	 	14	  
	             Section 1.04    References to Principal
Amount
	  	 	14	  
	 Article 2. THE SECURITIES
	  	 	14	  
	             Section 2.01    Title and Terms;
Payments
	  	 	14	  
	             Section 2.02    Forms
	  	 	15	  
	             Section 2.03    Transfer and Exchange;
Restrictions on Transfer
	  	 	17	  
	             Section 2.04    Payments on the
Securities
	  	 	21	  
	             Section 2.05    Contingent
Interest
	  	 	22	  
	 Article 3. REDEMPTIONS AND PURCHASES
	  	 	23	  
	             Section 3.01    Amendments to the Base
Indenture
	  	 	23	  
	             Section 3.02    Purchase at Option of
Holders upon a Fundamental Change
	  	 	23	  
	             Section 3.03    Effect of Fundamental
Change Purchase Notice
	  	 	25	  
	             Section 3.04    Withdrawal of
Fundamental Change Purchase Notice
	  	 	26	  
	             Section 3.05    Deposit of Fundamental
Change Purchase Price
	  	 	26	  
	             Section 3.06    Securities Purchased in
Whole or in Part
	  	 	27	  
	             Section 3.07    Covenant to Comply with
Applicable Laws upon Purchase of Securities
	  	 	27	  
	             Section 3.08    Repayment to the
Company
	  	 	27	  
	             Section 3.09    Purchase Right of
Holders on Specified Date
	  	 	27	  
	             Section 3.10    Optional
Redemption
	  	 	29	  
	             Section 3.11    Notice of
Redemption
	  	 	30	  
	 Article 4. CONVERSION
	  	 	31	  
	             Section 4.01    Right To
Convert
	  	 	31	  
	             Section 4.02    Conversion
Procedures
	  	 	33	  
	             Section 4.03    Settlement upon
Conversion
	  	 	35	  
	             Section 4.04    Adjustment of Conversion
Rate
	  	 	38	  
	             Section 4.05    Discretionary and
Voluntary Adjustments
	  	 	48	  
	             Section 4.06    Adjustment to Conversion
Rate upon Conversion in Connection with a Make-Whole Fundamental
                                Change or Certain Redemptions
	  	 	49	  
	             Section 4.07    Effect of
Recapitalization, Reclassification, Consolidation, Merger or Sale
	  	 	50	  
	             Section 4.08    Stock Issued upon
Conversion
	  	 	53	  
	             Section 4.09    Responsibility of
Trustee
	  	 	53	  
	             Section 4.10    Notice to
Holders
	  	 	54	  
	 Article 5. PARTICULAR COVENANTS OF THE COMPANY
	  	 	55	  
	             Section 5.01    Payment of Principal and
Interest
	  	 	55	  
	             Section 5.02    Maintenance of Office or
Agency
	  	 	55	  
	             Section 5.03    Appointments to Fill
Vacancies in Trustee’s Office
	  	 	56	  


  
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	             Section 5.04    Provisions as to Paying
Agent
	  	 	56	  
	             Section 5.05    Reports; 144A
Information; Registration; Additional Interest
	  	 	58	  
	             Section 5.06    Statements as to
Defaults
	  	 	62	  
	             Section 5.07    Supplementary
Interest and Additional Interest Notice
	  	 	62	  
	 Article 6. REMEDIES
	  	 	62	  
	             Section 6.01    Amendments to the
Base Indenture
	  	 	62	  
	             Section 6.02    Events of
Default
	  	 	63	  
	             Section 6.03    Acceleration;
Rescission and Annulment
	  	 	64	  
	             Section 6.04    Supplementary
Interest
	  	 	65	  
	             Section 6.05    Waiver of Past
Defaults
	  	 	66	  
	             Section 6.06    Control by
Majority
	  	 	66	  
	             Section 6.07    Limitation on
Suits
	  	 	66	  
	             Section 6.08    Rights of Holders
to Receive Payment and to Convert
	  	 	67	  
	             Section 6.09    Collection of
Indebtedness; Suit for Enforcement by Trustee
	  	 	67	  
	             Section 6.10    Trustee May Enforce
Claims Without Possession of Securities
	  	 	67	  
	             Section 6.11    Trustee May File
Proofs of Claim
	  	 	68	  
	             Section 6.12    Restoration of
Rights and Remedies
	  	 	68	  
	             Section 6.13    Rights and Remedies
Cumulative
	  	 	68	  
	             Section 6.14    Delay or Omission
Not a Waiver
	  	 	68	  
	
            Section 6.15    Priorities
	  	 	69	  
	             Section 6.16    Undertaking for
Costs
	  	 	69	  
	             Section 6.17    Waiver of Stay,
Extension and Usury Laws
	  	 	69	  
	             Section 6.18    Notices from the
Trustee
	  	 	70	  
	 Article 7. SATISFACTION AND DISCHARGE
	  	 	70	  
	             Section 7.01    Inapplicability of
Provisions of Base Indenture; Satisfaction and Discharge of the Indenture
	  	 	70	  
	             Section 7.02    Deposited Monies to
Be Held in Trust by Trustee
	  	 	71	  
	             Section 7.03    Paying Agent to
Repay Monies Held
	  	 	71	  
	             Section 7.04    Return of Unclaimed
Monies
	  	 	71	  
	
            Section 7.05    Reinstatement
	  	 	71	  
	 Article 8. SUPPLEMENTAL INDENTURES
	  	 	72	  
	             Section 8.01    Supplemental
Indentures Without Consent of Holders
	  	 	72	  
	             Section 8.02    Supplemental
Indentures With Consent of Holders
	  	 	72	  
	             Section 8.03    Notice of Amendment
or Supplement
	  	 	74	  
	 Article 9. SUCCESSOR COMPANY
	  	 	74	  
	             Section 9.01    Consolidation,
Merger and Sale of Assets
	  	 	74	  
	             Section 9.02    Company May
Consolidate, Etc. on Certain Terms
	  	 	74	  
	             Section 9.03    Successor
Corporation to Be Substituted
	  	 	74	  
	             Section 9.04    Opinion of Counsel
to Be Given to Trustee
	  	 	75	  
	 Article 10. TAX ADDITIONAL AMOUNTS
	  	 	76	  
	             Section 10.01  Payment of Tax Additional
Amounts
	  	 	76	  
	             Section 10.02  Exceptions to Payment of Tax
Additional Amounts
	  	 	76	  
	             Section 10.03  Entitlement to Refund or
Credit
	  	 	77	  
	             Section 10.04  References to be
Consistent
	  	 	77	  
	 Article 11. TAX TREATMENT
	  	 	77	  
	             Section 11.01  Tax Treatment
	  	 	77	  


  
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	             Section 11.02    Comparable Yield and
Projected Payment Schedule
	  	 	78	  
	 Article 12. MISCELLANEOUS
	  	 	79	  
	             Section 12.01    Effect on Successors
and Assigns
	  	 	79	  
	             Section 12.02    Governing Law; Waiver
of Jury Trial
	  	 	79	  
	             Section 12.03    No Security Interest
Created
	  	 	79	  
	             Section 12.04    Trust Indenture
Act
	  	 	79	  
	             Section 12.05    Benefits of
Supplemental Indenture
	  	 	79	  
	             Section
12.06    Calculations
	  	 	79	  
	             Section 12.07    Execution in
Counterparts
	  	 	80	  
	             Section 12.08    Notices
	  	 	80	  
	             Section 12.09    Ratification of Base
Indenture
	  	 	80	  
	             Section 12.10    The
Trustee
	  	 	80	  
	             Section 12.11    No Recourse Against
Others
	  	 	80	  
	             Section 12.12    FATCA
	  	 	80	  


  
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 FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
December 15, 2014, between AmTrust Financial Services, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as trustee under the Indenture, dated as
of December 21, 2011, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”). 

RECITALS OF THE COMPANY 

WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to
time, of the Company’s unsecured senior debt Securities, in an unlimited aggregate principal amount, in one or more series to be established by the Company under, and authenticated and delivered as provided in, the Base Indenture; 

WHEREAS, Section 12.01(p) of the Base Indenture provides for the Company and the Trustee to enter into supplemental indentures to the
Base Indenture to establish the form and terms of Securities of any series as contemplated by Section 3.01 of the Base Indenture; 

WHEREAS, the Board of Directors has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture; 

WHEREAS, pursuant to the terms of the Base Indenture, the Company has authorized the creation and issuance under this Supplemental
Indenture of its 2.75% Convertible Senior Notes due 2044 (the “Securities”), the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this
Supplemental Indenture; and 
 WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture,
and that all requirements necessary to make (i) this Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Securities, when executed by the Company and authenticated and delivered by the Trustee, the valid
obligations of the Company have been performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects. 

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases (whether for cash or other
consideration) of the Securities by the Holders thereof, it is mutually agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders, as follows: 

ARTICLE 1. 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 1.01 Scope of Supplemental Indenture. The changes, modifications and supplements to the
Base Indenture effected by this Supplemental Indenture shall be applicable 







 
only with respect to, and shall govern only the terms of (and only the rights of the Holders and the obligations of the Company with respect to), the Securities, which may be issued from time to
time, and shall not apply to any other securities that may be issued under the Base Indenture (or govern the rights of the Holders or the obligations of the Company with respect to any such other securities) unless a supplemental indenture with
respect to such other securities specifically incorporates such changes, modifications and supplements. The provisions of this Supplemental Indenture shall, with respect to the Securities, supersede any corresponding provisions in the Base
Indenture. Subject to the preceding sentence, and except as otherwise provided herein, the provisions of the Base Indenture shall apply to the Securities and govern the rights of the Holders of the Securities and the obligations of the Company and
the Trustee with respect thereto. 
 Section 1.02 Definitions. For all purposes of the Indenture,
except as otherwise expressly provided or unless the context otherwise requires: 
 (i) the terms defined in this Article 1 shall have the
meanings assigned to them in this Article 1 and include the plural as well as the singular; and 
 (ii) all words, terms and phrases defined
in the Base Indenture (but not otherwise defined herein) shall have the same meanings as in the Base Indenture. 
 “Accreted
Amount” means, as of any date of determination, the amount per $1,000 principal amount of Securities as determined as of such date and calculated in accordance with Exhibit D hereto. For the avoidance of doubt, the Accreted Amount on the
Maturity Date will be $1,000 per $1,000 principal amount of Securities. 
 “Additional Interest” the meaning specified in
Section 5.05(e) hereof. 
 “Additional Shares” has the meaning specified in Section 4.06(a) hereof. 

“Adjustment Event” means any event that requires an adjustment to the Conversion Rate pursuant to Sections 4.04(a), (b), (c),
(d), (e) and (h) hereof, Section 4.05(b) hereof, Section 4.06(a) hereof and Section 4.07(a) hereof. 

“Agent Members” has the meaning specified in Section 2.02(c) hereof. 

“Applicable Law” has the meaning specified in Section 12.12 hereof. 

“Applicable Procedures” of a Depositary means, with respect to any matter at any time, the policies and procedures of such
Depositary, if any, that are applicable to such matter at such time. 
 “Averaging Period” has the meaning specified in
Section 4.04(e) hereof. 
 “Base Indenture” has the meaning specified in the first paragraph of this Supplemental
Indenture, as such instruments may be supplemented from time to time by one or more indentures supplemental thereto, including this Supplemental Indenture, entered into pursuant to the applicable provisions of the Base Indenture, including, for all
purposes of the Base Indenture, this Supplemental Indenture and any such other supplemental indenture, the provisions of the 

  
 2 








 
Trust Indenture Act that are deemed to be a part of and govern the Base Indenture, this Supplemental Indenture and any other such supplemental indenture, respectively. 

“Bid Solicitation Agent” means the Company or an independent nationally recognized investment banking firm as may be
appointed, from time to time, by the Company to solicit bids for the Trading Price of the Securities in accordance with Section 4.01(b)(2) hereof. 

“Board of Directors” means the board of directors of the Company or a committee of such board of directors duly authorized to
act for it hereunder. 
 “Business Day” means, notwithstanding anything to the contrary in Section 1.01 of the Base
Indenture, 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, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, for any Person,
any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the equity of such Person, but excluding any debt securities convertible into such equity. 

“Cash Settlement” has the meaning set forth in Section 4.03(a) hereof. 

“Cash Settlement Averaging Period” means, with respect to any Security: (x) subject to clause (y), the
25 consecutive VWAP Trading Day period beginning on, and including, the third VWAP Trading Day immediately following the related Conversion Date; (y) if the relevant Conversion Date occurs after the date of an issuance of a redemption
notice and on or prior to the third Scheduled Trading Day immediately preceding the related Redemption Date, the 25 consecutive Trading Day period beginning on, and including, the 27th Scheduled Trading Day preceding the Redemption Date; and
(z) subject to clause (y), for any Security having a Conversion Date occurring during the period beginning on, and including, the 30th Scheduled Trading Day preceding the Maturity Date and ending at the Close of Business on the second Scheduled
Trading Day immediately prior to the Maturity Date, the 25 consecutive VWAP Trading Days beginning on, and including, the 27th Scheduled Trading Day immediately preceding the Maturity Date or, if such day is not a VWAP Trading Day, the immediately
following VWAP Trading Day. 
 “Clause A Distribution” has the meaning specified in Section 4.04(c) hereof. 

“Clause B Distribution” has the meaning specified in Section 4.04(c) hereof. 

“Clause C Distribution” has the meaning specified in Section 4.04(c) hereof. 

“Close of Business” means 5:00 p.m., New York City time. 

“Code” has the meaning specified in Section 10.02. 

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

  
 3 








 “Common Equity” of any person means the Capital Stock of such person that
is generally entitled (a) to vote in the election of directors of such person or (b) if such person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will
control the management or policies of such person. 
 “Common Stock” means, subject to Section 4.07, the
shares of common stock, par value $0.01 per share, of the Company authorized at the date of this instrument as originally executed or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof;
provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of Securities shall include shares of all such classes, and the shares of each
such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such
reclassifications. 
 “common stock” includes any stock of any class of capital stock which has no preference
in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the issuer thereof and which is not subject to redemption by the issuer thereof. 

“Common Stock Registrar” has the meaning specified in Section 2.03(e)(3) hereof. 

“Company” has the meaning specified in the first paragraph of this Supplemental Indenture, notwithstanding anything to
the contrary in Section 1.01 of the Base Indenture, and subject to the provisions of Section 9.02, shall include its successors and assigns. 

“Contingent Interest” has the meaning specified in Section 2.05 hereof. 

“Contingent Payment Regulations” has the meaning specified in Section 11.01. 

“Controlled Charitable Foundation” means, with respect to any individual, a charitable foundation that is controlled by such
individual. 
 “Controlled Entity” means, with respect to any Family Trust, the corporations, limited liability companies,
trusts, partnerships or other similar entities that are assets of such Family Trust and are controlled by such Family Trust. 

“Conversion Agent” means the office or agency designated by the Company where Securities may be presented for conversion.

 “Conversion Date” has the meaning specified in Section 4.02(b) hereof. 

“Conversion Notice” has the meaning specified in Section 4.02(b) hereof. 

“Conversion Obligation” has the meaning specified in Section 4.01(a) hereof. 

“Conversion Price” means, in respect of each Security, as of any date, $1,000 divided by the Conversion Rate in effect
on such date. 

  
 4 








 “Conversion Rate” means initially 13.3333 shares of Common Stock per $1,000
principal amount of Securities, subject to adjustment as set forth herein. 
 “Custodian” means the Trustee, as custodian
with respect to the Securities (so long as the Securities constitute Global Securities), or any successor entity. 
 “Daily
Conversion Value” means, for any of the 25 consecutive VWAP Trading Days during any Cash Settlement Averaging Period, one-twenty-fifth (1/25th) of the product of (i) the Conversion Rate in effect on such VWAP Trading Day and
(ii) the Daily VWAP on such VWAP Trading Day. 
 “Daily Settlement Amount” means, for any of the 25 consecutive VWAP
Trading Days during a Cash Settlement Averaging Period, an amount consisting of: 
 (a) cash equal to the lesser of (i) the Daily
Specified Dollar Amount and (ii) the Daily Conversion Value for such Trading Day; and 
 (b) if the Daily Conversion Value exceeds the
Daily Specified Dollar Amount, a number of shares of Common Stock equal to (i) the difference between the Daily Conversion Value and the Daily Specified Dollar Amount, divided by (ii) the Daily VWAP for such Trading Day. 

“Daily Specified Dollar Amount” means the quotient of the Specified Dollar Amount divided by 25. 

“Daily VWAP” means, for any VWAP Trading Day, the per-share volume-weighted average price as displayed under the heading
“Bloomberg VWAP” on Bloomberg page “AFSI.Q AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading
session on such VWAP Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such VWAP Trading Day determined, using a volume-weighted average method, by a nationally recognized
independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” will be determined without regard to after-hours trading or any other trading outside of the regular trading session’s trading hours. 

“Deferral Notice” has the meaning specified in Section 5.05(f) hereof. 

“Deferral Period” has the meaning specified in Section 5.05(f) hereof. 

“Default” means, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, any event that is, or
with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Distributed Property” has the
meaning specified in Section 4.04(c) hereof. 
 “Dividend Threshold” has the meaning specified in Section 4.04(d)
hereof. 

  
 5 








 “EDGAR” has the meaning specified in Section 4.10(a)(2) hereof. 

“Effective Date” means (i) with respect to a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental
Change occurs or becomes effective or (ii) with respect to any conversion in connection with a redemption under Section 3.10(a) prior to December 15, 2018, the date on which the related notice of redemption is provided to Holders by
the Company. 
 “Event of Default” has the meaning, notwithstanding anything to the contrary in Section 1.01 of the
Base Indenture, specified in Section 6.02 hereof. 
 “Ex-Dividend Date” means, except to the extent otherwise provided
under Section 4.04(c) hereof, the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question. 

“Family Member” means, with respect to any individual, any other individual having a relationship by blood (to the second
degree of consanguinity), marriage, or adoption to such individual. 
 “Family Trust” means, with respect to any
individual, any trust or other estate planning vehicle established for the benefit of such individual or Family Members of such individual and in respect of which such individual or a Family Member of such individual serves as trustee or in a
similar capacity and has sole control. 
 “Form of Assignment and Transfer” means the “Form of Assignment and
Transfer” attached as Attachment 3 to the Form of Security attached hereto as Exhibit A. 
 “Form of Fundamental
Change Purchase Notice” means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Security attached hereto as Exhibit A. 

“Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form
of Security attached hereto as Exhibit A. 
 “Form of Purchase Notice” means the “Form of Purchase Notice”
attached as Attachment 4 to the Form of Security attached hereto as Exhibit A. 
 “Fundamental Change” shall
be deemed to have occurred at the time after the Securities are originally issued if any of the following occurs: 
 (1) any
“person” or “group” (within the meaning of Section 13(d) of the Exchange Act) other than the Company or its Subsidiaries 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 ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity representing (i) more than 70% of the voting power of the Company’s
Common Equity, in the case of any person or group that includes the Permitted 

  
 6 








 
Holders or (ii) more than 50% of the voting power of the Company’s Common Equity, in the case of any other person or group; 

(2) the consummation of (x) any consolidation, merger, amalgamation, scheme of arrangement or other binding share exchange or
reclassification or similar transaction between the Company and another person (other than any of the Company’s Subsidiaries), in each case, pursuant to which the Common Stock shall be converted into cash, securities or other property, other
than a transaction (i) that results in the holders of all classes of the Company’s Common Equity immediately prior to such transaction owning, directly or indirectly, as a result of such transaction, more than 50% of the surviving
corporation or transferee or the parent thereof immediately after such event, or (ii) effected solely to change the Company’s jurisdiction of incorporation or to form a holding company for the Company and that results in a share exchange
or reclassification or similar exchange of the outstanding Common Stock solely into common shares of the surviving entity or (y) any sale or other disposition in one transaction or a series of transactions of all or substantially all of the
assets of the Company and its Subsidiaries, on a consolidated basis, to another person (other than any of the Company’s Subsidiaries); provided, however, that the exceptions set forth in clauses (i) and (ii) above shall not
apply to any transaction that is a Non-U.S. Merger Event; 
 (3) the Company’s stockholders approve any plan or proposal for the
liquidation or dissolution of the Company (other than a transaction described in clause (2) above); or 
 (4) the Common Stock ceases
to be listed or quoted on The NASDAQ Global Select Market or The New York Stock Exchange (or any of their respective successors); 
 provided,
however, that in the case of a transaction or event described in clause (1) or (2) above, other than a Non-U.S. Merger Event, if at least 90% of the consideration received or to be received by holders of the Common Stock (excluding
cash payments for fractional shares) in the transaction or transactions that would otherwise constitute a “Fundamental Change” consists of shares of common stock or common equity interests (or American Depositary Receipts in respect of
common equity interests) that are traded on The NASDAQ Global Select Market or The New York Stock Exchange (or any of their respective successors) or that will be so traded when issued or exchanged in connection with the transaction that would
otherwise constitute a “Fundamental Change” under clause (1) or (2) above (“Publicly Traded Securities”), and as a result of such transaction or transactions, the Securities become convertible into or based on
such Publicly Traded Securities, excluding cash payments for fractional shares (subject to settlement in accordance with the provisions of Sections 4.03, 4.04 and 4.06 hereof), such event shall not be a “Fundamental Change” and, for the
avoidance of doubt, an event that is not considered a “Fundamental Change” pursuant to this proviso shall not be a “Fundamental Change” solely because such event could also be described by clause (1) or (2) above. 

“Fundamental Change Company Notice” has the meaning specified in Section 3.02(b) hereof. 

“Fundamental Change Expiration Time” has the meaning specified in Section 3.02(a) hereof. 

  
 7 








 “Fundamental Change Purchase Date” has the meaning specified in
Section 3.02(a) hereof. 
 “Fundamental Change Purchase Notice” has the meaning specified in Section 3.02(a)
hereof. 
 “Fundamental Change Purchase Price” has the meaning specified in Section 3.02(a) hereof. 

“Holder” means the Person in whose name a Security is registered in the Register. 

“Indenture” means, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, the Base Indenture,
as originally executed and as supplemented from time to time by one or more indentures supplemental thereto, including this Supplemental Indenture, entered into pursuant to the applicable provisions of the Indenture, including, for all purposes of
the Base Indenture, this Supplemental Indenture and any such other supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern the Base Indenture, this Supplemental Indenture and any other such
supplemental indenture, respectively. 
 “Interest Payment Date” means, with respect to the payment of interest on the
Securities and notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, each June 15 and December 15 of each year, beginning on June 15, 2015. 

“Issue Date” means, with respect to the Securities, December 15, 2014. 

“Last Reported Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing
sale price is reported, the average of the last bid and last ask prices or, if more than one in either case, the average of the average last bid and the average last ask prices) on that Trading Day as reported in composite transactions for the
principal U.S. national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant trading day, the “Last Reported Sale
Price” will be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by Pink OTC Markets Inc. or a similar organization. If the Common Stock is not so quoted, the “Last Reported Sale
Price” will be the average of the mid-point of the last bid and last ask prices for the Common Stock on the relevant trading day from each of at least three nationally recognized independent investment banking firms selected by the Company for
this purpose. Any such determination will be conclusive absent manifest error. 
 “Make-Whole Fundamental Change” means any
event that (i) is a Fundamental Change or (ii) would be a Fundamental Change, but for the exclusion in section (i) of clause (2) of the definition thereof. 

“Market Disruption Event” means, if the Common Stock is listed for trading on The NASDAQ Global Select Market or listed on
another U.S. national or regional securities exchange, the occurrence or existence during the one-half-hour period ending on the scheduled close of trading on any Trading Day of any material suspension or limitation imposed on trading


  
 8 








 
(by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or futures contracts relating to the Common Stock.

 “Market Price” means, with respect to the Securities on any date of determination, the average of the secondary market
bid quotations obtained by the Bid Solicitation Agent for $5.0 million principal amount of the Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers the
Company selects; provided that, if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the
Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5.0 million principal amount of the Securities from a nationally recognized securities dealer, then the Trading Price
per $1,000 principal amount of Securities will be deemed to equal the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. 

“Maturity Date” means, with respect to any Security and the payment of the principal amount thereof, December 15, 2044.

 “Measurement Period” has the meaning specified in Section 4.01(b) hereof. 

“Merger Common Stock” has the meaning specified in Section 4.07(a) hereof. 

“Merger Event” has the meaning specified in Section 4.07(a) hereof. 

“Merger Valuation Percentage” has the meaning specified in Section 4.07. 

“Merger Valuation Period” has the meaning specified in Section 4.07. 

“Non-U.S. Jurisdiction” means any jurisdiction under which an entity may be organized that is not the United States of
America, any state thereof, or the District of Columbia. 
 “Non-U.S. Merger Event” means any transaction where the
surviving entity is not a corporation organized under the laws of the United States of America, any state thereof, or the District of Columbia. 

“Notice of Default” has the meaning, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture,
specified in Section 6.02(f) hereof. 
 “Offer Expiration Date” has the meaning specified in Section 4.04(e)
hereof. 
 “Open of Business” means 9:00 a.m., New York City time. 

“Outstanding” means, with respect to the Securities, notwithstanding anything to the contrary in Section 1.01 of the
Base Indenture, any Securities authenticated by the Trustee except (i) Securities cancelled by it, (ii) Securities delivered to it for cancellation and (iii)(A) Securities replaced pursuant to Section 3.07 of the Base Indenture,
on and after the time such Security is replaced (unless the Trustee and the Company receive proof satisfactory to them that such 

  
 9 








 
Security is held by a bona fide purchaser), (B) Securities converted pursuant to Article 4 hereof, on and after their Conversion Date, (C) any and all Securities, as of the Maturity
Date, if the Paying Agent holds, in accordance with this Indenture, money sufficient to pay all of the Securities then payable, and (D) any and all Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor, except that in determining whether the Trustee shall be protected in relying upon any request, demand, authorization, direction, notice, consent or waiver or other action that is to be made by a requisite principal
amount of Outstanding Securities, only such Securities which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. 

“Paying Agent” has the meaning set forth in the Base Indenture and shall be the person authorized by the Company to pay the
principal amount of, interest on, or Fundamental Change Purchase Price of, any Securities on behalf of the Company. 
 “Permitted
Holders” means, collectively, (a) George Karfunkel and his Permitted Related Persons, (b) Michael Karfunkel and his Permitted Related Persons, and (c) Barry D. Zyskind and his Permitted Related Persons. 

“Permitted Related Persons” means, with respect to any individual, (a) the Family Members of such individual,
(b) the Family Trusts of such individual and the Controlled Entities (as defined below) of such Family Trusts and (c) the Controlled Charitable Foundations of such individual. 

“Physical Securities” means any non-Global Security issued pursuant to Section 2.03 hereof that is in definitive, fully
registered form, without interest coupons. 
 “Physical Settlement” has the meaning specified in
Section 4.03(a) hereof. 
 “Publicly Traded Securities” has the meaning specified in this Section 1.02. 

“Purchase Agreements” means the Private Placement Purchase Agreements relating to the Securities, each dated
December 11, 2014, by and among the Company and the applicable purchasers named therein. 
 “Purchase Company Notice”
has the meaning specified in Section 3.09(b) hereof. 
 “Purchase Expiration Time” has the meaning specified in
Section 3.09(a) hereof. 
 “Purchase Date” has the meaning specified in Section 3.09(a) hereof. 

“Purchase Notice” has the meaning specified in Section 3.09(a) hereof. 

“Purchase Price” has the meaning specified in Section 3.09(a) hereof. 

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

“Registrable Securities” means the Securities purchased pursuant to one or more Purchase Agreements and any Common Stock
issued upon conversion thereof; provided, 

  
 10 








 
however, that such Securities and Common Stock shall cease to be Registrable Securities when (i) such Securities or shares of Common Stock have been sold or otherwise transferred by
the Holder thereof pursuant to the Registration Statement; (ii) such Securities or shares of Common Stock are sold pursuant to Rule 144 under circumstances in which any legend borne by such Securities or shares of Common Stock relating to
restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (iii) the legend on such Securities or shares of Common Stock is removed pursuant to Section 5.05(g); or (iv) such Securities or shares of
Common Stock shall cease to be outstanding (including, in the case of the Securities, upon conversion into Common Stock). 

“Registration Default” the meaning specified in Section 5.05(e) hereof. 

“Regular Record Date” means, with respect to any Interest Payment Date, the June 1 (whether or not a Business Day) or
the December 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. 

“Reporting Event of Default” has the meaning specified in Section 6.04(a) hereof. 

“Resale Restriction Termination Date” has the meaning specified in Section 2.03(e)(2) hereof. 

“Restricted Common Stock Legend” means the restricted legend set forth in Exhibit C. 

“Restricted Security Legend” means the restricted legend set forth in Exhibit B. 

“Restricted Securities” has the meaning specified in Section 2.03(e) hereof. 

“Rule 144” means Rule 144 under the Securities Act, or any similar successor rule or regulation, as amended from time to
time. 
 “Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or
regional securities exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day. 

“Security” or “Securities” has the meaning specified in the fourth paragraph of the Recitals of this
Supplemental Indenture, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture. 
 “Selling
Securityholder Questionnaire” means a written notice delivered to the Company containing the information called for by the Form of Selling Securityholder Notice and Questionnaire attached as Annex C to each Purchase Agreement. 

“Settlement Amount” has the meaning specified in Section 4.03(a)(2) hereof. 

“Settlement Election” has the meaning specified in Section 4.03(a)(1) hereof. 

“Settlement Election Notice” has the meaning specified in Section 4.03(a)(1) hereof. 

  
 11 








 “Settlement Method” means, with respect to any conversion of Securities,
Physical Settlement, Cash Settlement or Combination Settlement, as elected by the Company. 
 “Significant Subsidiary”
means, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture, with respect to any person, a Subsidiary of such person that would constitute a “significant subsidiary” as such term is defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect on the original date of issuance of the Securities. 

“Specified Dollar Amount” means an amount of cash per $1,000 principal amount of converted Securities equal to $1,000;
provided that in the event of the delivery of any Settlement Election Notice specifying a different Specified Dollar Amount pursuant to Section 4.03(a)(1) hereof, during the period during which such Settlement Election Notice is
effective, the Specified Dollar Amount shall be as specified in such Settlement Election Notice. 
 “Specified Dollar Amount
Election” has the meaning specified in Section 4.03(a)(1) hereof. 
 “Specified Dollar Amount Election
Notice” has the meaning specified in Section 4.03(a)(1) hereof. 
 “Spin-Off” has the meaning specified in
Section 4.04(c) hereof. 
 “Stock Price” means (i) if the holders of the Common Stock receive only cash in a
Make-Whole Fundamental Change described in clause (2) of the definition of Make-Whole Fundamental Change, the cash amount paid per share, (ii) with respect to any other Make-Whole Fundamental Change, the average of the Last Reported Sale
Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change and (iii) with respect to any conversion in
connection with a redemption under Section 3.10(a) on or prior to December 15, 2018, the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Days ending two Trading Days prior to the date on which
the related notice of redemption is provided to Holders by the Company. 
 “Successor Company” has the meaning specified in
Section 9.02(a) hereof, notwithstanding anything to the contrary in Section 1.01 of the Base Indenture. 
 “Supplemental
Indenture” has the meaning specified in the first paragraph hereof, as such instrument may be supplemented from time to time by one or more indentures supplemental thereto, entered into pursuant to the applicable provisions of the Base
Indenture and this Supplemental Indenture, including, for all purposes of this Supplemental Indenture and any such other supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern the Base Indenture,
this Supplemental Indenture and any other such supplemental indenture, respectively. 
 “Supplementary Interest” has the
meaning specified in Section 6.04(a) hereof. 

  
 12 








 “Tax Additional Amounts” has the meaning specified in Section 10.01 hereof.

 “Taxing Jurisdiction” has the meaning specified in Section 10.01 hereof. 

“Trading Day” means a Scheduled Trading 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 U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then
listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded, and (ii) there is no Market Disruption Event. If the Common Stock is not so listed or traded, “Trading
Day” means a “Business Day.” 
 “Trading Price” of the Securities on any date of determination means the
average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $5.0 million principal amount of the Securities at approximately 3:30 p.m., New York City time, on such Trading Day 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 two such bids are obtained, then the average of the two bids shall be used, and if only
one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5.0 million principal amount of the Securities from a nationally
recognized securities dealer, then the Trading Price per $1,000 principal amount of Securities will be deemed to be less than 98% of the product of (i) the Conversion Rate in effect on such Trading Day and (ii) the Last Reported Sale Price
of the Common Stock on such Trading Day. Any such determination will be conclusive absent manifest error. If (i) the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, or the Bid Solicitation Agent fails to
solicit bids when required, (ii) the Company is acting as Bid Solicitation Agent and fails to obtain bids when so required or (iii) the Trading Price is otherwise not determined as required, the Trading Price per $1,000 principal amount of
the Securities will be deemed to be less than 98% of the product of (i) the Conversion Rate and (ii) the Trading Price for each Trading Day on which the Company or the Bid Solicitation Agent fails to do so, as the case may be. 

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

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

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

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

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

“VWAP Market Disruption Event” means (i) a failure by the principal U.S. national or regional securities exchange or
market on which the Common Stock is listed or admitted to 

  
 13 








 
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 the Common Stock
for more than a 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 securities exchange or otherwise) in
the Common Stock or in any options, contracts or future contracts relating to the Common Stock. 
 “VWAP Trading Day” means
a Scheduled Trading Day on which (i) there is no VWAP 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 U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on
which the Common Stock is then traded. If the Common Stock is not so listed or traded, “VWAP Trading Day” means a “Business Day.” 

“Withholding Tax” has the meaning specified in Section 10.01 hereof. 

Section 1.03 References to Interest. Any reference to interest on, or in respect of, any Security
in the Indenture shall be deemed to include Supplementary Interest if, in such context, Supplementary Interest is, was or would be payable pursuant to Section 6.04, Additional Interest if, in such context, Additional Interest is, was or would
be payable pursuant to Section 5.05, and Contingent Interest if, in such context, Contingent Interest is, was or would be payable pursuant to Section 2.05. Any express mention of the payment of Supplementary Interest, Additional Interest
or Contingent Interest in any provision hereof shall not be construed as excluding Supplementary Interest, Additional Interest or Contingent Interest, as applicable, in those provisions hereof where such express mention is not made. 

Section 1.04 References to Principal Amount. Unless otherwise indicated in this Supplemental
Indenture, any reference to the principal amount of the Securities is to $1,000 principal amount at maturity of the Securities (and not the Accreted Amount of the Securities on any particular date) and references to the Conversion Price per $1,000
principal amount of Securities are to $1,000 principal amount of the Securities at maturity divided by the applicable Conversion Rate. 
 
ARTICLE 2. 
 THE SECURITIES 

Section 2.01 Title and Terms; Payments. 

(a) Establishment; Designation. Pursuant to Section 3.01 of the Base Indenture, there is hereby established and authorized a new
series of Securities under the Indenture, which series of Securities shall be designated the “2.75% Convertible Senior Notes due 2044.” 

(b) Initial Issuance. Subject to Section 2.01(c) hereof, the aggregate principal amount of Securities that may initially be
authenticated and delivered under the Indenture is 

  
 14 








 
limited to $234,257,000. In addition, the Company may execute, and the Trustee may authenticate and deliver, in each case, in accordance with Section 3.03 of the Base Indenture, an unlimited
aggregate principal amount of additional Securities upon the transfer, exchange, purchase or conversion of Securities pursuant to Sections 3.04, 3.05 and 3.06 of the Base Indenture and Sections 3.06 and 4.02 hereof. 

(c) Further Issues. The Company may, without the consent of the Holders, issue additional Securities under the Indenture with
substantially the same terms as the Securities initially issued under the Indenture (other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date
applicable thereto, (iv) transfer restrictions, if applicable and (v) whether or not Additional Interest is payable thereon, if applicable (to the extent such additional Securities are issued with a different “CUSIP”,
“ISIN” or “Common Code” number than such Securities)) in an unlimited aggregate principal amount; provided, that no such additional Securities may be issued with the same “CUSIP”, “ISIN” or “Common
Code” number as other Securities unless it is so permitted in accordance with applicable law and such additional Securities are fungible with such other Securities for U.S. federal income tax purposes. Any such additional Securities will, for
all purposes of the Indenture, including waivers, amendments and offers to purchase, be treated as part of the same series as the Securities initially issued under the Indenture. 

(d) Purchases. The Company and its Subsidiaries may from time to time purchase Securities in open market purchases in negotiated
transactions or otherwise without giving prior notice to or obtaining any consent of the Holders. Any Securities purchased by the Company or any of its Subsidiaries pursuant to the foregoing sentence or otherwise will be retired and will no longer
be Outstanding under the Indenture. 
 (e) Denominations. Pursuant to Sections 3.01 and 3.02 of the Base Indenture, the Securities
will be issued only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. 

Section 2.02 Forms. 

(a) In General. Pursuant to Section 2.01 of the Base Indenture, the Securities will be substantially in the forms set forth in
Exhibit A hereto, and may include such insertions, omissions, substitutions and other variations as are required or permitted by the 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 by the officers executing such Securities, as evidenced by their execution of the Securities. 

Notwithstanding Section 3.05 of the Base Indenture, each Security will bear a Trustee’s certificate of authentication substantially
in the form included in Exhibit A hereto. Each Security will also bear a form of notice of conversion, form of fundamental change purchase notice, form of assignment and transfer and form of purchase notice substantially in the form set forth
in Attachments 1, 2, 3 and 4, respectively, to Exhibit A hereto. 

  
 15 








 Any Security that is a Global Security will bear a legend substantially in the form of the legend
set forth in Section 3.03(g) of the Base Indenture and shall also bear the “Schedule of Increases and Decreases of Global Security” set forth in Annex A to Exhibit A hereto. 

The terms and provisions contained in the Securities will constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent that any provision of any Security conflicts
with the express provisions of the Indenture, the provisions of this Indenture will govern and control. 
 (b) Initial and Subsequent
Form of Securities. The Company hereby initially appoints The Depository Trust Company as the Depositary for the Securities, which initially shall be issued in the form of one or more Global Securities without interest coupons
(i) registered in the name of Cede & Co., as nominee of the Depositary, and (ii) delivered to the Trustee as custodian for the Depositary. 

So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law, and except to the
extent provided in Section 2.03(b)(A) through (C) hereof, all Securities will be represented by one or more Global Securities. 

(c) Global Securities. Each Global Security will represent the aggregate principal amount of the then Outstanding Securities endorsed
thereon and provide that it represents such aggregate principal amount of the then Outstanding Securities, which aggregate principal amount may, from time to time, be reduced or increased to reflect transfers, exchanges, conversions or purchases by
the Company. 
 Only the Trustee, or the custodian holding such Global Security for the Depositary, at the direction of the Trustee, may
endorse a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby, and whenever the Holder of a Global Security delivers instructions to the Trustee
to increase or decrease the aggregate principal amount of the then Outstanding Securities represented by a Global Security in accordance with the Indenture and the Applicable Procedures, the Trustee, or the custodian holding such Global Security for
the Depositary, at the direction of the Trustee, will endorse such Global Security to reflect such increase or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby. None of the Trustee, the Company or any
agent of the Trustee or the Company will have any responsibility or bear any liability for any aspect of the records relating to or payments made on account of the ownership of any beneficial interest in a Global Security or with respect to
maintaining, supervising or reviewing any records relating to such beneficial interest. 
 Members of, or participants in, the Depositary
(“Agent Members”) shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and Cede & Co., or such
other person designated by the Depositary as its nominee, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, 

  
 16 








 
the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder. 
 
Section 2.03 Transfer and Exchange; Restrictions on Transfer. 
 (a) In General. Notwithstanding anything to the
contrary in Article III of the Base Indenture, the Company is not required to transfer or exchange any Securities or portions thereof that have been surrendered for purchase or called for redemption in accordance with Article 3 hereof or surrendered
for conversion in accordance with Article 4 hereof, and a written form of transfer substantially in the form of the Form of Assignment and Transfer set forth in Attachment 3 to Exhibit A hereto will be deemed to be written instrument
of transfer satisfactory to the Company and the Registrar. No transfer of any Security prior to the Resale Restriction Termination Date will be registered by the Registrar unless the appropriate box on the Form of Assignment and Transfer set forth
in Attachment 3 to Exhibit A has been checked. 
 At such time as all interests in a Global Security have been redeemed,
purchased, converted, cancelled or exchanged for Securities in certificated form, such Global Security shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary
and the custodian for the Global Security. At any time prior to such cancellation, if any interest in a Global Security is redeemed, purchased, converted, cancelled or exchanged for Securities in certificated form, the principal amount of such
Global Security shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Security, be appropriately reduced, and an endorsement shall be made on such Global Security, by the
Trustee or the custodian for the Global Security, at the direction of the Trustee, to reflect such reduction. 
 (b) Global
Securities. Notwithstanding anything to the contrary in Section 3.06 of the Base Indenture, every transfer and exchange of a beneficial interest in a Global Security will be effected through the Depositary in accordance with the Applicable
Procedures and the provisions of the Indenture, and each Global Security may be transferred only as a whole and only (A) by the Depositary to a nominee of the Depositary, (B) by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or (C) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. 

(c) Holders Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any interest (subject to Section 3.08 of the Base Indenture) on
such Security at the Maturity Date, in connection with a Fundamental Change, upon any other purchase or redemption, upon any conversion and for all other purposes whatsoever, including delivery of shares of Common Stock on conversion, for
distribution of notices to such Holders or solicitations of their consent, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 

  
 17 








 Notwithstanding anything to the contrary in Section 3.06 of the Base Indenture: 

(1) Each Global Security will be exchanged for Physical Securities if the Depositary delivers notice to the Company that the Depositary is
unwilling, unable or no longer permitted under applicable law to continue to act as Depositary, and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary within 90
days after receiving notice from the Depositary. 
 (2) If an Event of Default has occurred and is continuing, any owner of a beneficial
interest in a Global Security may exchange such beneficial interest for Physical Securities by delivering a written request to the Registrar. 

(3) If the Company notifies the Trustee that it wishes to terminate and exchange all or part of a Global Security for Physical Securities and
the beneficial owners of the majority of the principal amount of such Global Security (or portion thereof) to be exchanged consent to such exchange, the Company may exchange all beneficial interests in such Global Security (or portion thereof) for
Physical Securities by delivering a written request to the Registrar. 
 In the case of an exchange for Physical Securities under clause
(1) above: 
 (A) each Global Security will be deemed surrendered to the Trustee for cancellation; 

(B) the Trustee will cause each Global Security to be cancelled in accordance with the Applicable Procedures; and 

(C) the Company, in accordance with Section 3.03 of the Base Indenture, will promptly execute, and, upon receipt of a Company Order, the
Trustee, in accordance with Section 3.03 of the Base Indenture, will promptly authenticate and deliver, for each beneficial interest in each Global Security so exchanged, an aggregate principal amount of Physical Securities equal to the
aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical Securities are required to bear under this Indenture. 

In the case of an exchange for Physical Securities under clause (2) above: 

(A) the Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the owner of the beneficial
interest to be exchanged, the aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Security, in each case if and as such information is provided to the Registrar by the Depositary; 

(B) the Company, in accordance with Section 3.03 of the Base Indenture, will promptly execute, and, upon receipt of a Company Order, the
Trustee, in accordance with Section 3.03 of the Base Indenture, will promptly authenticate and deliver to such owner, for the beneficial interest so exchanged by such owner, Physical Securities 


  
 18 








 
registered in such owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest and bearing any legends that such Physical Securities
are required to bear under this Indenture; and 
 (C) the Registrar, in accordance with the Applicable Procedures, will cause the principal
amount of such Global Security to be decreased by the aggregate principal amount of the beneficial interest so exchanged. If all of the beneficial interests in a Global Security are so exchanged, such Global Security will be deemed surrendered to
the Trustee for cancellation, and the Trustee will cause such Global Security to be cancelled in accordance with the Applicable Procedures. 

In the case of an exchange for Physical Securities under clause (3) above: 

(A) the Company will deliver notice of such request to the Registrar and the Trustee, which notice will identify each owner of a beneficial
interest to be exchanged, the aggregate principal amount of each such beneficial interest and the CUSIP of the relevant Global Security; 

(B) the Company, in accordance with Section 3.03 of the Base Indenture, will promptly execute, and, upon receipt of a Company Order, the
Trustee, in accordance with Section 3.03 of the Base Indenture, will promptly authenticate and deliver to each such beneficial owner, Physical Securities registered in such beneficial owner’s name having an aggregate principal amount equal
to the aggregate principal amount of its exchanged beneficial interest and bearing any legends that such Physical Securities are required to bear under this Indenture and any applicable law; and 

(C) the Registrar, in accordance with the Applicable Procedures, will cause the principal amount of each relevant Global Security to be
decreased by the aggregate principal amount of the beneficial interests so exchanged. If all of the beneficial interests in a Global Security are so exchanged, such Global Security will be deemed surrendered to the Trustee for cancellation, and the
Trustee will cause such Global Security to be cancelled in accordance with the Applicable Procedures. 
 In each of the cases described in
clauses (1), (2) and (3) above, the Company may rely on the Depositary to provide all names of beneficial owners and their respective principal amounts beneficially owned and may issue Physical Securities registered in the names and
amounts so provided by the Depositary. 
 (d) Physical Securities. Except to the extent otherwise provided in Section 2.03(a)
hereof, Physical Securities may be transferred or exchanged in accordance with Section 3.06 of the Base Indenture. 
 (e)
Restrictions on Transfer. 
 (1) Every Security (and all securities issued in exchange therefor or in substitution thereof) that
bears, or is required under this Section 2.03 to bear, the Restricted Security Legend (together with any Common Stock issued upon conversion of the Securities that 

  
 19 








 
bears, or is required under this Section 2.03 to bear, the Restricted Common Stock Legend, collectively, the “Restricted Securities”) shall be subject to the restrictions on
transfer set forth in this Section 2.03 (including those set forth in the Restricted Security Legend and the Restricted Common Stock Legend, as applicable), unless such restrictions on transfer shall be eliminated or otherwise waived by written
consent of the Company following receipt of legal advice satisfactory to the Company in its sole discretion, supporting the permissibility of the waiver of such transfer restrictions, and the Holder of each such Security or shareholder of such
Common Stock, as applicable, by such Holder’s or shareholder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.03, the term “transfer” means any sale, pledge, loan,
transfer or other disposition whatsoever of any Restricted Security or any interest therein. 
 (2) Until the date that is one year after
the last date of the original issuance of the Securities or such later date, if any, as may be required by applicable laws (such applicable date, the “Resale Restriction Termination Date”): (i) each certificate evidencing a
Security shall bear the Restricted Security Legend and (ii) each certificate evidencing shares of Common Stock issued upon conversion of the Securities shall bear the Restricted Common Stock Legend, in each case. unless such Restricted Security
has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 or any similar provision then in force under
the Securities Act, or unless otherwise agreed by the Company in writing as set forth above, with written notice thereof to the Trustee. 

(3) Any Securities (or security issued in exchange or substitution therefore, including any Common Stock into which a Security has been
converted in accordance with this Indenture) as to which the conditions for the removal of the Restricted Security Legend, or Restricted Common Stock Legend, as applicable, set forth thereon have been satisfied may, upon surrender of such Securities
or Common Stock to the Registrar or registrar for the Common Stock (the “Common Stock Registrar”), as applicable, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, or certificate for shares
of Common Stock, as applicable, which shall not bear the Restricted Security Legend or Restricted Common Stock Legend, as applicable. The Company shall cause the removal of the legends required by Section 2.03(e)(2) from any Restricted Security
promptly following the Resale Restriction Termination Date by: (i) instructing the Trustee or the Common Stock Registrar, as applicable, in writing to remove such legends from such Restricted Security; (ii) providing to the Trustee and the
Depositary or Common Stock Registrar, as applicable, written notice to change the CUSIP number for the Restricted Securities to the applicable unrestricted CUSIP number; and (iii) complying with any Applicable Procedures or similar procedures
of the Common Stock Registrar for delegending or otherwise exchanging such Restricted Security for a Security or share of Common Stock, as applicable, not bearing the applicable Restricted Security Legend or Restricted Common Stock Legend (including
DTC’s mandatory exchange process, if applicable); whereupon any legends otherwise required by Section 2.03(e)(2) shall be deemed removed from such Restricted Securities without any further action on the part of the Holders or shareholders.


  
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 (4) Subject to Section 2.01(d), any Security or Common Stock issued upon conversion of the
Securities that, prior to expiration of the holding period applicable to sales thereof under Rule 144 under the Securities Act (or any successor provision), is purchased or owned by the Company or any affiliate (as defined under Rule 144) thereof
may not be resold by the Company or such affiliate unless registered under the Securities Act in a transaction that results in such Securities or Common Stock, as the case may be, no longer being “restricted securities” (as defined under
Rule 144). 
 (5) Notwithstanding any provision of Section 2.03 to the contrary, in the event Rule 144 as promulgated under the
Securities Act (or any successor rule) is amended to change the one-year period under Rule 144 (or the corresponding period under any successor rule), from and after receipt by the Trustee of the Officers’ Certificate and Opinion of Counsel
provided for in this Section 2.03(e)(5), (i) each reference in Section 2.03(e) to “one year” and in the restrictive Restricted Security Legend or Restricted Stock Legend, as applicable, shall be deemed for all purposes
hereof to be references to such changed period, provided that such changes shall not become effective if they are otherwise prohibited by, or would otherwise cause a violation of, the then-applicable federal securities laws. The provisions of
this Section 2.03(e)(5) will not be effective until such time as an Opinion of Counsel and Officers’ Certificate, in each case, specifying the occurrence of the amendment or change to Rule 144 (or any successor rule) and the satisfaction
of the conditions to modification of the related holding period for the Securities in accordance with the provisions of this Section 2.03(e)(5), have been received by the Trustee hereunder. This Section 2.03(e)(5) shall apply to successive
amendments to Rule 144 (or any successor rule) changing the holding period thereunder. 
 (6) The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the
express requirements hereof. 
 Section 2.04 Payments on the Securities. 

(a) In General. Each Security will accrue interest at a rate equal to 2.75% per annum from the most recent date to which interest has
been paid or duly provided for, or, if no interest has been paid or duly provided for, the Issue Date. Interest on a Security will cease to accrue upon the earliest of the Maturity Date, subject to the provisions of Article 3 hereof, any Fundamental
Change Purchase Date, Purchase Date or Redemption Date for such Security, and subject to the provisions of Article 4 hereof, any Conversion Date for such Security. Interest on any Security will be payable semi-annually in arrears on each Interest
Payment Date, beginning June 15, 2015, to the Holder of such Security as of the Close of Business on the Regular Record Date immediately preceding the applicable Interest Payment Date. As provided in Section 3.10 of the Base Indenture,
interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company shall be obligated to pay Holders Supplementary Interest under the circumstances set forth in Section 6.04 hereof. The Company shall be
obligated to pay 

  
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Holders Additional Interest under the circumstances set forth in Section 5.05 hereof. In addition, the Company shall be obligated to pay Holders Contingent Interest under the circumstances
set forth in Section 2.05 hereof. 
 The Securities will mature on the Maturity Date, and on the Maturity Date, each Holder of a then
Outstanding Security will be entitled on such date to receive $1,000 in cash for each $1,000 in principal amount of then Outstanding Securities held, together with accrued and unpaid interest to, but not including, the Maturity Date on such then
Outstanding Securities. 
 Notwithstanding anything to the contrary, if the Maturity Date, any Interest Payment Date, Fundamental Change
Purchase Date, Purchase Date, Redemption Date or Conversion Date falls, or if any payment, delivery, notice or other action by the Company is otherwise due, on a day that is not a Business Day, then any action to be taken on such date need not be
taken on such date, but may be taken on the immediately following Business Day with the same force and effect as if taken on such date, and no additional interest will accrue and no default shall occur on account of such delay. 

(b) Method of Payment. The Company will pay the principal of, the Fundamental Change Purchase Price, Purchase Price or Redemption Price
for, and any cash portion of the Settlement Amount with respect to, any Physical Security to the Holder of such Security in cash at the designated office of the Paying Agent in the Borough of Manhattan in The City of New York, New York, prior to
10:00 a.m. on the relevant payment or settlement date, as the case may be. The Company will pay any interest on any Physical Security to the Holder of such Security (i) if such Holder holds $2,000,000 or less aggregate principal amount of
Securities, by check mailed to such Holder’s registered address, and (ii) if such Holder holds more than $2,000,000 aggregate principal amount of Securities, (A) by check mailed to such Holder’s registered address or, (B) if
such Holder delivers to the Registrar a written request that the Company make such payments by wire transfer to an account of such Holder within the United States, for each interest payment corresponding to each Regular Record Date occurring during
the period beginning on the date on which such Holder delivered such request and ending on the date, if any, on which such Holder delivers to the Registrar a written instruction to the contrary, by wire transfer of immediately available funds to the
account specified by such Holder. 
 The Company will pay the principal of, interest on, the Fundamental Change Purchase Price, Purchase
Price or Redemption Price for, and any cash portion of the Settlement Amount with respect to, any Global Security to the Depositary by wire transfer of immediately available funds on the relevant payment date in accordance with Applicable
Procedures. 
 (c) Defaulted Payments. The Company shall pay any interest on the Securities that is payable, but is not punctually
paid or duly provided for, on the applicable Interest Payment Date, in accordance with Section 
3.08 of the Base Indenture. 
 Section 2.05 Contingent Interest. Beginning with the six-month
interest period commencing December 15, 2021, the Company will pay contingent interest during any six-month interest period to the Holders of the Securities if the Market Price of the Securities for each of the 20 Trading Days ending on the
second Trading Day immediately preceding the first 

  
 22 








 
day of the applicable six-month interest period equals or exceeds 130% of the principal amount of the Securities (such interest is referred to as “Contingent Interest”).

 During any six-month period when Contingent Interest shall be payable, the Contingent Interest payable per $1,000 principal amount of the
Securities will equal 0.25% of the average of the Market Prices for $1,000 principal amount of Securities during the 20 consecutive Trading Day period ending on the second Trading Day immediately preceding the first day of the applicable six-month
interest period. 
 For purposes of this Section 2.05, a “six-month interest period” shall be the period commencing on and
including an Interest Payment Date and ending on but excluding the next Interest Payment Date. 
 The Company will notify Holders prior to
the beginning of any six-month interest period that they will be entitled to receive Contingent Interest during such six-month interest period. 

ARTICLE 3. 

REDEMPTIONS AND PURCHASES 

Section 3.01 Amendments to the Base Indenture. 

(a) No Sinking Fund. Article V of the Base Indenture shall not apply with respect to the Securities. 

Section 3.02 Purchase at Option of Holders upon a Fundamental Change. (a) If a Fundamental
Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Securities, or any portion thereof such that the remaining principal amount of each Security
that is not purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 calendar days or more than 35
calendar days following the date on which the Company delivers the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the
Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Company purchases a Security on a Fundamental Change Purchase Date that is after a Regular Record Date and on
or prior to the Interest Payment Date corresponding to such Regular Record Date, the Company shall instead pay such accrued and unpaid interest on such Security on the Interest Payment Date to the Holder of record of such Security as of such Regular
Record Date. 
 Purchases of Securities under this Section 3.02 shall be made, at the option of the Holder thereof, upon: 

(1) if the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly completed notice (the
“Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Security attached hereto as Exhibit A and of the Securities, duly endorsed for transfer, on or before the Close of Business on
the second Business Day immediately preceding the Fundamental Change Purchase Date, 

  
 23 








 
subject to extensions to comply with applicable law (the “Fundamental Change Expiration Time”); and 

(2) if the Securities to be purchased are Global Securities, delivery of the Securities, by book-entry transfer, in compliance with the
Applicable Procedures of the Depositary and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial interests in a Global Security for purchase, by the Fundamental Change Expiration Time. 

The Fundamental Change Purchase Notice in respect of any Securities to be purchased shall state: 

(1) the certificate numbers of such Securities; 

(2) the portion of the principal amount of such Securities, which must be such that the principal amount that is not to be purchased of each
Security that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and 
 (3) that such
Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and this Indenture. 
 Notwithstanding
anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 3.02 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 3.04. 

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) On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all
Holders of the Securities, 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 Securities, in accordance with the procedures of the Depositary for providing notices. Simultaneously with
providing such Fundamental Change Company Notice, the Company shall publish a notice containing such information in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such
other public medium as the Company may use at such time. 
 Each Fundamental Change Company Notice shall specify: 

(1) the events causing the Fundamental Change; 

(2) the date of the Fundamental Change; 

  
 24 








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

(5) the Fundamental Change Purchase Date; 

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

(7) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate; 

(8) that the Securities 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 Supplemental Indenture; 
 (9) that the Holder must
exercise the purchase right prior to the Fundamental Change Expiration Time; 
 (10) that the Holder shall have the right to withdraw any
Securities surrendered for purchase prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date ; and 

(11) the procedures that Holders must follow to require the Company to purchase their Securities. 

No failure of the Company to give the foregoing notices and no defect therein shall limit the purchase rights of the Holders of Securities or
affect the validity of the proceedings for the purchase of the Securities pursuant to this Section 3.02. 
 (c) Notwithstanding the
foregoing, there shall be no purchase of any Securities pursuant to this Section 3.02 if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase
Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any
Physical Securities held by it during the acceleration of the Securities (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Securities) and
shall deem to be cancelled any instructions for book-entry transfer of the Securities in compliance with the procedures of the Depositary, in which case, upon such return or cancellation, as the case may be, the Fundamental Change Purchase Notice
with respect thereto shall be deemed to have been withdrawn. 
 Section 3.03 Effect of Fundamental
Change Purchase Notice or Purchase Notice. Upon receipt by the Paying Agent of a Fundamental Change Purchase Notice specified in Section 3.02 or a Purchase Notice specified in Section 3.09, the Holder of the Security in respect


  
 25 








 
of which such Fundamental Change Purchase Notice or Purchase Notice was given shall (unless such Fundamental Change Purchase Notice or Purchase Notice is withdrawn in accordance with
Section 3.04) thereafter be entitled to receive solely the Fundamental Change Purchase Price or Purchase Price, as applicable, in cash with respect to such Security (and any previously accrued and unpaid interest on such Security). Such
Fundamental Change Purchase Price or Purchase Price, as applicable, shall be paid to such Holder, subject to receipt of funds by the Paying Agent, on the later of (x) the applicable Fundamental Change Purchase Date or Purchase Date (provided
the conditions in Section 3.02 or Section 3.09, as applicable, have been satisfied, and subject to extensions to comply with applicable law) and (y) the time of delivery or book-entry transfer of such Security to the Paying Agent by
the Holder thereof in the manner required by Section 3.02 or Section 3.09, as applicable. 

Section 3.04 Withdrawal of Fundamental Change Purchase Notice or Purchase Notice. A Fundamental Change
Purchase Notice or a 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 or Purchase at any time prior to the Close
of Business on the Business Day immediately preceding the Fundamental Change Purchase Date or Purchase Date, as applicable, specifying: 

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

(2) if Physical Securities have been issued, the certificate numbers of the withdrawn Securities; and 

(3) the principal amount, if any, of each Security that remains subject to the Fundamental Change Purchase Notice or Purchase Notice, which
must be such that the principal amount not to be purchased equals $1,000 or an integral multiple of $1,000 in excess thereof; 
 provided, however,
that if the Securities are Global Securities, the notice must comply with the Applicable Procedures of the Depositary. 
 The Paying Agent
will promptly return to the respective Holders thereof any Physical Securities with respect to which a Fundamental Change Purchase Notice or Purchase Notice has been withdrawn in compliance with the provisions of this Section 3.04. 

Section 3.05 Deposit of Fundamental Change Purchase Price or Purchase Price. Prior to 10:00 a.m., New
York City time, on the Fundamental Change Purchase Date or Purchase Date, as applicable, 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 or Purchase Price, as applicable, of all the Securities or
portions thereof that are to be purchased as of the Fundamental Change Purchase Date or Purchase Date, as applicable. If the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price or Purchase Price, as applicable, of the
Securities for which a Fundamental Change Purchase Notice or Purchase 

  
 26 








 
Notice has been tendered and not withdrawn in accordance with this Indenture on the Fundamental Change Purchase Date or Purchase Date, as applicable, then as of such Fundamental Change Purchase
Date or Purchase Date, (a) such Securities will cease to be Outstanding and interest will cease to accrue thereon (whether or not book-entry transfer of such Securities is made or such Securities 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 or Purchase Price, as applicable, upon delivery or book-entry transfer of such Securities). 

Section 3.06 Securities Purchased in Whole or in Part. Any Security 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 Securities, 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 Trustee shall authenticate and deliver to the Holder of such Security, without service
charge, a new Security or Securities, 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 Security so surrendered that is not purchased.

 Section 3.07 Covenant to Comply with Applicable Laws upon Purchase of Securities. In connection
with any offer to purchase Securities under Section 3.02 or Section 3.09, the Company shall, in each case if required by law, (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 applicable to the Company in connection with such purchase offer, in
each case, so as to permit the rights and obligations under Section 3.02 and Section 3.09 to be exercised in the time and in the manner specified in Section 3.02 and Section 3.09. 

Section 3.08 Repayment to the Company. To the extent that the aggregate amount of cash deposited
by the Company pursuant to Section 3.05 exceeds the aggregate Fundamental Change Purchase Price or Purchase Price, as applicable, of the Securities or portions thereof that the Company is obligated to purchase as of the Fundamental Change
Purchase Date or Purchase Date, as applicable, then, following such Fundamental Change Purchase Date or Purchase Date, the Paying Agent shall promptly return any such excess to the Company. 

Section 3.09 Purchase Right of Holders on Specified Date. 

(a) On December 15, 2024, each Holder shall have the right, at such Holder’s option, to require the Company to purchase all of such
Holder’s Securities or any portion thereof that is a multiple of $1,000 principal amount, for cash on such date (the “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 Purchase Date (the “Purchase Price”); provided, however, that if the Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date
corresponding to such Regular Record Date, the Company shall instead pay such accrued and unpaid interest on such Security on the Interest Payment Date to the Holder of record of such Security as of such Regular Record Date. 

  
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 Purchases of Securities under this Section 3.09 shall be made, at the option of the Holder
thereof, upon: 
 (1) if the Securities to be purchased are Physical Securities, delivery to the Paying Agent by the Holder of a duly
completed notice (the “Purchase Notice”) in the form set forth in Attachment 4 to the Form of Security attached hereto as Exhibit A and of the Securities, duly endorsed for transfer, on or before the Close of Business
on the second Business Day immediately preceding the Purchase Date (the “Purchase Expiration Time”); and 
 (2) if the
Securities to be purchased are Global Securities, delivery of the Securities, by book-entry transfer, in compliance with the Applicable Procedures of the Depositary and the satisfaction of any other requirements of the Depositary in connection with
tendering beneficial interests in a Global Security for purchase, by the Purchase Expiration Time. 
 The Purchase Notice in respect of any
Securities to be purchased shall state: 
 (1) the certificate numbers of such Securities; 

(2) the portion of the principal amount of such Securities, which must be such that the principal amount that is not to be purchased of each
Security that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and 
 (3) that such
Securities are to be purchased by the Company pursuant to the applicable provisions of the Securities and this Indenture. 
 Notwithstanding
anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.09 shall have the right to withdraw, in whole or in part, such Purchase Notice at any time prior to the Close of
Business on the Business Day immediately preceding the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.04. 

The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. 

(b) On or before the 20th calendar day before the Purchase Date, the Company shall provide to all Holders of the Securities, the Trustee and
the Paying Agent (in the case of any Paying Agent other than the Trustee) a notice (the “Purchase Company Notice”) of the purchase right at the option of the Holders. Such notice shall be sent by first class mail or, in the case of
any Global Securities, in accordance with the procedures of the Depositary for providing notices of the purchase right at the option of the Holders. Such mailing shall be by first-class mail. Simultaneously with providing such Purchase Company
Notice, the Company shall publish a notice containing such information in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company may use
at such time. The Purchase Company Notice shall specify: 

  
 28 








 (1) that the Holder must exercise the purchase right prior to the Close of Business on the
Purchase Date; 
 (2) the Purchase Price; 

(3) the Purchase Date; 
 (4)
the last date on which a Holder of Securities may exercise the purchase right pursuant to this Article 3; 
 (5) the name and address of
the Paying Agent; 
 (6) that the Securities with respect to which a Purchase Notice has been delivered by a Holder may be converted only
if the Holder withdraws the applicable Purchase Notice in accordance with the terms of the Indenture; 
 (7) that the Holder must exercise
the purchase right prior to the Purchase Expiration Time; 
 (8) that the Holder shall have the right to withdraw any Securities
surrendered for purchase prior to the Close of Business on the Business Day immediately preceding the Purchase Date; and 
 (9) the
procedures that Holders must follow to require the Company to purchase their Securities. 
 (c) No failure of the Company to give the
foregoing notice and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the purchase of the Securities pursuant to this Section 3.09. 

(d) Notwithstanding the foregoing, there shall be no purchase of any Securities pursuant to this Section 3.09 if the principal amount of
the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Purchase Price with respect to
such Securities). The Paying Agent will promptly return to the respective Holders thereof any Physical Securities held by it during the acceleration of the Securities (except in the case of an acceleration resulting from a Default by the Company in
the payment of the Purchase Price with respect to such Securities) and shall deem to be cancelled any instructions for book-entry transfer of the Securities in compliance with the procedures of the Depositary, in which case, upon such return or
cancellation, as the case may be, the Purchase Notice with respect thereto shall be deemed to have been withdrawn. 
 
Section 3.10 Optional Redemption. 
 (a) The Company shall have the right, at the Company’s option, at any time on or
before December 15, 2018, to redeem all or, from time to time, any part of the Securities at a Redemption Price payable in cash equal to the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but
excluding, such Redemption Date if 

  
 29 








 
the Daily VWAP is greater than or equal to 130% of the then current Conversion Price for each of at least 20 Trading Days in the 30 consecutive Trading Days ending on, and including, the Trading
Day prior to the mailing of the notice of redemption pursuant to Section 4.03 of the Base Indenture and Section 3.11 hereof. The Company shall increase the Conversion Rate to the extent set forth in Section 4.06 with respect to any
Securities that are converted pursuant to the terms of this Indenture in connection with a redemption under this Section 3.10(a). 

(b) The Company shall have the right, at the Company’s option, at any time after December 15, 2018, to redeem all or, from time to
time, any part of the Securities at a Redemption Price payable in cash equal to the Accreted Amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date. 

(c) Notwithstanding the foregoing clauses (a) and (b), and anything to the contrary in the Indenture or the Securities, (i) if the
Redemption Date with respect to a Security is after a Regular Record Date for the payment of an installment of interest and on or before the corresponding Interest Payment Date, then accrued and unpaid interest on such Security to, but excluding,
such Redemption Date shall be paid, on such Redemption Date, to the Holder of such Security at the close of business on such Regular Record Date, and the Holder surrendering such Security for redemption shall not be entitled to any such interest
unless such Holder was also the Holder of record of such Security at the close of business on such Regular Record Date and (ii) in no event shall the Company redeem any Securities at a time when the Company has failed to pay interest on the
Securities and such failure to pay is continuing. 
 (d) If any Securities selected for partial redemption are thereafter surrendered for
conversion in part before the third Scheduled Trading Day prior to the Redemption Date, the converted portion of such Securities shall be deemed (so far as may be), solely for purposes of determining the aggregate principal amount of Securities to
be redeemed by the Company, to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as Outstanding for the purpose of such selection. Nothing in
this Section 3.10 shall affect the right of any Holder to convert any Securities pursuant to Article 4 before the third Scheduled Trading Day prior to the Redemption Date. The Company will calculate the Redemption Price. 

Section 3.11 Notice of Redemption. Each notice of redemption provided pursuant to Section 4.03 of
the Base Indenture shall state, in addition to the information required by such Section 4.03 to be included in such notice, (i) that Holders have the right to convert the Securities called for redemption; (ii) the Conversion Rate then
in effect and, if applicable, the adjustment to such Conversion Rate in accordance with the provisions of Section 4.06; (iii) the date on which such right to convert the Securities called for redemption will begin; (iv) the date on
which such right to convert the Securities called for redemption will expire; and (v) any change in the Settlement Election that the Company shall have previously selected pursuant to Section 4.03(a)(1) with respect to Securities called for
redemption that are converted. Such notice of redemption shall be provided not more than 50, and not less than 30, Scheduled Trading Days prior to the related Redemption Date. 

  
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 ARTICLE 4. 

CONVERSION 
 
Section 4.01 Right To Convert. (a) Subject to and upon compliance with the provisions of the Indenture, each Holder shall have the right, at such Holder’s option, to convert its Securities, or any portion of its Securities
such that the principal amount that remains Outstanding of each Security that is not converted in full equals $1,000 or an integral multiple of $1,000 in excess thereof, into the Settlement Amount determined in accordance with Section 4.03(a)
hereof (the “Conversion Obligation”), (x) prior to the Close of Business on the Business Day immediately preceding September 15, 2044, only upon satisfaction of one or more of the conditions described in
Section 4.01(b) hereof, and (y) on or after September 15, 2044, at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date. 

(b) (1) A Holder may surrender Securities for conversion during any fiscal quarter commencing after December 31, 2014 (and only during
such fiscal quarter) if the Daily VWAP of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding fiscal quarter is
greater than or equal to 130% of the Conversion Price in effect on each Trading Day. 
 (2) A Holder may surrender Securities for
conversion during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined following a request by a
Holder in accordance with the procedures set forth in this Section 4.01(b)(2), for each Trading Day of such Measurement Period was less than 98% of the product of (i) the Conversion Rate in effect on such Trading Day and (ii) the Last
Reported Sale Price of the Common Stock on such Trading Day. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(2) and the definition of “Trading Price” set forth in Section 1.02 hereof. The
Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with
the appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit secondary market bid quotations for the Securities for purposes of this Section 4.01(b)(2) unless the
Company has requested it to do so; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, to determine the Trading Price of the Securities) unless a Holder of a Security provides it
with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of (i) the Conversion Rate in effect on the next Trading Day and (ii) the Last Reported Sale Price of the
Common Stock on such Trading Day. At such time, the Company shall, or shall instruct the Bid Solicitation Agent to (if other than the Company) determine the Trading Price per $1,000 principal amount of the Securities beginning on the next Trading
Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities for a Trading Day is greater than or equal to 98% of the product of (i) the Conversion Rate in effect on such Trading Day and (ii) the
Last Reported Sale Price of the Common Stock on such Trading Day. Whenever the condition to conversion set forth in this 

  
 31 








 
Section 4.01(b)(2) has been met, but was not met on the immediately preceding Trading Day, the Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the
Trustee). If, at any time after the condition to conversion set forth in this Section 4.01(b)(2) has been met, the condition to conversion set forth in this Section 4.01(b)(2) ceases to be met, the Company will so notify the Holders, the
Trustee and the Conversion Agent (if other than the Trustee) on the first Trading Day on which such condition ceases to be met. 
 (3) If
the Company elects to (x) issue to all or substantially all holders of the Common Stock rights, options or warrants 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 the Trading Day immediately preceding the date of announcement of such
issuance; or (y) distribute to all or substantially all holders of the Common Stock the Company’s assets, debt securities or rights to purchase the Company’s securities, which distribution has a per-share value, as reasonably
determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, the Company must deliver notice of such issuance
or distribution, and of the Ex-Dividend Date for such issuance or distribution, to the Holders at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Holders may surrender their Securities for conversion
at any time during the period beginning on the 30th Scheduled Trading Day immediately prior to the Ex-Dividend Date for such issuance or distribution and ending on the earlier of (a) the
Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution or (b) its announcement that such issuance or distribution will not take place, even if the Securities are not otherwise
convertible at such time; provided, however, that Holders may not convert their Securities pursuant to this Section 4.01(b)(3) if the Company provides that Holders shall participate, at the same time and upon the same terms as
holders of the Common Stock, and as a result of holding the Securities, in the relevant issuance or distribution without having to convert their Securities as if they held a number of shares of the Common Stock equal to the Conversion Rate in effect
on the Ex-Dividend Date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Securities held by such Holder on the Ex-Dividend Date for such issuance or distribution. 

(4) If (i) a Make-Whole Fundamental Change occurs or (ii) the Company is a party to (a) a consolidation, merger or binding
share exchange, pursuant to which the Company’s common stock would be converted into cash, securities or other assets or (b) a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company and its
Subsidiaries, on a consolidated basis, to another person (other than any of the Company’s Subsidiaries), the Securities may be surrendered for conversion at any time from or after the date that is 20 Scheduled Trading Days prior to the
anticipated effective date of such transaction (or, if later, the Business Day after the Company gives notice of such transaction) until the Close of Business (i) if such transaction or event is a Fundamental Change, on the Business Day
immediately preceding the Fundamental Change Purchase Date, and, (ii) otherwise, on the 35th Business Day immediately following the effective date for such transaction or event. The Company will notify the Holders of any such transaction: 

  
 32 








 (A) as promptly as practicable following the date the Company publicly announces such
transaction but in no event less than 20 Scheduled Trading Days prior to the anticipated effective date of such transaction; or 
 (B) if
the Company does not have knowledge of such transaction at least 20 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes
aware, of such transaction, but in no event later than the actual effective date of such transaction. 
 (5) If the Company calls any or
all of the Securities for redemption, a Holder may surrender any or all of its Securities for conversion which have been called for redemption at any time prior to the close of business on the third Scheduled Trading Day prior to the related
Redemption Date, even if the Notes are not otherwise convertible at such time, after which time a Holder’s right to convert will expire unless the Company defaults in the payment of the Redemption Price. 

Section 4.02 Conversion Procedures. 

(a) Each Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures
of the Depositary. 
 (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Security, the Holder must
complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Conversion Agent, and pay the funds,
if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. 

To exercise the conversion privilege with respect to any Physical Securities, the Holder of such Physical Securities shall: 

(1) complete and manually sign a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion
Notice”) or a facsimile of the Conversion Notice; 
 (2) deliver the Conversion Notice, which is irrevocable, and the Security to
the Conversion Agent; 
 (3) if required, furnish appropriate endorsements and transfer documents; 

(4) if required, make any payment required under Section 4.02(f); and 

(5) if required, pay all transfer or similar taxes as set forth in Section 4.02(g). 

  
 33 








 If, upon conversion of a Security, any shares of Common Stock are to be issued to a person other than the Holder
of such Security, the related Conversion Notice shall include such other person’s name and address. 
 If a Security is subject to a
Fundamental Change Purchase Notice or a Purchase Notice, such Security may not be converted unless such Fundamental Change Purchase Notice or Purchase Notice is withdrawn in accordance with Section 3.04 hereof prior to the Close of Business on
the Business Day immediately prior to the Fundamental Change Repurchase Date or Purchase Date, as the case may be. 
 For any Security, the
first Business Day on which the Holder of such Security satisfies all of the applicable requirements set forth above with respect to such Security and on which conversion of such Security is not otherwise prohibited under this Indenture shall be the
“Conversion Date” with respect to such Security. 
 Each conversion shall be deemed to have been effected as to any such
Securities (or portion thereof) surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the person in whose name the certificate for any shares of Common Stock delivered upon
conversion is registered shall be treated as a stockholder of record as of the Close of Business on the Conversion Date (in the case of Physical Settlement) or the last VWAP Trading Day of the applicable Cash Settlement Averaging Period (in the case
of Combination Settlement). At the Close of Business on the Conversion Date for a Security, the converting Holder shall no longer be the Holder of such Security. 

(c) Endorsement. Any Securities surrendered for conversion shall, unless shares of Common Stock issuable on conversion are to be issued
in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. 

(d) Physical Securities. If any Securities in a denomination greater than $1,000 shall be surrendered for partial conversion, the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the
surrendered Securities. 
 (e) Global Securities. Upon the conversion of a beneficial interest in Global Securities, the Conversion
Agent shall make a notation in its records as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the
Trustee. 
 (f) Interest Due upon Conversion. If a Holder converts a Security after the Close of Business on a Regular Record Date
but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, such Holder must accompany such Security with an amount of cash equal to the amount of interest that will payable on such Security on the
corresponding Interest Payment Date; provided, however, that a Holder need not make such payment (1) if the Conversion Date follows the Regular Record Date immediately 

  
 34 








 
preceding the Maturity Date; (2) 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 immediately following
the corresponding Interest Payment Date and the Holder converts its Security after the Close of Business on such Regular Record Date and on or prior to the Open of Business on such Interest Payment Date; (3) if the Company has specified a
Redemption Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (4) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such
Security. 
 (g) Taxes Due upon Conversion. If a Holder converts a Security, the Company will pay any documentary, stamp or similar
issue or transfer tax due on the issue of any shares of the Common Stock upon the conversion, unless the tax is due because the Holder requests that any shares be issued in a name other than the Holder’s name, in which case the Holder will pay
that tax. 
 Section 4.03 Settlement upon Conversion. 

(a) Settlement. Subject to this Section 4.03 and Sections 4.06 and 4.07 hereof, upon conversion of any Security, the Company may
elect to deliver to Holders in full satisfaction of its Conversion Obligation in respect of each $1,000 principal amount of Securities being converted: cash (“Cash Settlement”), shares of Common Stock (“Physical
Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 4.03(d) (“Combination Settlement”). 

(1) Settlement Election. The Company shall from time to time make an election with respect to the Settlement Method (a
“Settlement Election”) and the Specified Dollar Amount, if applicable (a “Specified Dollar Amount Election”), it chooses to satisfy its Conversion Obligation under Section 4.01 hereof. Each Settlement Election
and Specified Dollar Amount Election shall be effective until the Company provides a notice of a different Settlement Election (each such notice, a “Settlement Election Notice”) or a different Specified Dollar Amount Election, if
applicable (each such notice, a “Specified Dollar Amount Election Notice”), and such different Settlement Election or Specified Dollar Amount Election, if applicable, becomes effective. The Company may not make a different
Settlement Election or Specified Dollar Amount Election after (x) the 30th Scheduled Trading Date preceding the Maturity Date or (y) with respect to Securities converted in connection with a redemption, after the Company shall have provided a notice
of redemption of the Securities. As of the date of this Supplemental Indenture, the Company has made a Settlement Election of Combination Settlement with a Specified Dollar Amount Election equal to $1,000. If the Company makes a different Settlement
Election and/or Specified Dollar Amount Election, the Company shall provide to all Holders, the Trustee and the Conversion Agent a Settlement Election Notice and/or Specified Dollar Amount Election Notice (which may be part of the Settlement
Election Notice) with respect to each Settlement Election and/or Specified Dollar Amount Election specifying the newly chosen Settlement Method and/or Specified Dollar Amount and the effective date of such Settlement Election and/or Specified Dollar
Amount Election (which effective date cannot be earlier than the second Trading Day preceding the delivery of the applicable notice). If the Company makes a Settlement Election specifying Combination Settlement in respect of its Conversion
Obligation but does not make a Specified 

  
 35 








 
Dollar Amount Election, the Specified Dollar Amount shall be deemed to be equal to $1,000. Simultaneously with providing a Settlement Election Notice or Specified Dollar Amount Election, the
Company shall issue a press release containing the relevant information and make such information available on its website. 
 In addition,
the Company may at any time irrevocably elect Combination Settlement with a Specified Dollar Amount of $1,000; provided, however, that after the 30th Scheduled Trading Day preceding the Maturity Date, in no event may the Company make
such irrevocable election if such election would result in a different Settlement Method. The Company may make such irrevocable election in its sole discretion without any consent of the Holders. If the Company chooses to make this irrevocable
election, the Company shall provide notice to all Holders, the Trustee and the Conversion Agent. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information
available on its website. Following such irrevocable election, the Company will not have the right to make a different Settlement Election. 

(2) Settlement Amount. The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion
of Securities (the “Settlement Amount”) shall be computed as follows: 
 (A) if the Company elects Physical Settlement,
the Company shall deliver to the converting Holder a number of shares of Common Stock equal to the product of (i) the aggregate principal amount of Securities to be converted, divided by $1,000 and (ii) the applicable Conversion
Rate; 
 (B) if the Company elects Cash Settlement, the Company shall deliver to the converting Holder, in respect of each $1,000 principal
amount of Securities being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive VWAP Trading Days during the related Cash Settlement Averaging Period; and 

(C) if the Company elects Combination Settlement, the Company shall deliver to the converting Holder, in respect of each $1,000 principal
amount of Securities being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive VWAP Trading Days during the applicable Cash Settlement Averaging Period. 

(3) Delivery Obligation. The Company shall pay or deliver, as the case may be, the consideration due in respect of its Conversion
Obligation (i) on the third Business Day immediately following the applicable Conversion Date, if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement; provided that for all such
conversions occurring on or after the 30th Scheduled Trading Day immediately preceding the Maturity Date or any Redemption Date, the Company shall deliver the shares of Common Stock on the Maturity Date or such Redemption Date; and (ii) except
to the extent otherwise provided pursuant to Section 4.06 hereof, on the third Business Day immediately following the last VWAP Trading Day of the applicable Cash Settlement Averaging Period, if the Company elects to satisfy its Conversion
Obligation in respect of such conversion by Cash Settlement or Combination Settlement. 

  
 36 








 (b) Fractional Shares. Notwithstanding the foregoing, the Company will not issue
fractional shares of Common Stock as part of the Settlement Amount due with respect to any converted Security. Instead, if any Settlement Amount includes a fraction of a share of the Common Stock, the Company will, in lieu of delivering such
fraction of a share of Common Stock, pay an amount of cash (i) in the case Physical Settlement applies to the Conversion Obligation, based on the Daily VWAP of the Common Stock on the relevant Conversion Date, or if such Conversion Date is not
a Trading Day, the immediately preceding Trading Day or (ii) in the case Cash Settlement or Combination Settlement applies to the Conversion Obligation, based on the Daily VWAP on the last Trading Day of the relevant Cash Settlement Averaging
Period (subject to subsection (c) below). 
 (c) Conversion of Multiple Securities by a Single Holder. If a Holder surrenders more
than one Security for conversion on a single Conversion Date, the Company will calculate the amount of cash and the number of shares of Common Stock due with respect to such Securities as if such Holder had surrendered for conversion one Security
having an aggregate principal amount equal to the sum of the principal amounts of each of the Securities surrendered for conversion by such Holder on such Conversion Date. 

(d) Settlement of Accrued Interest and Deemed Payment of Principal. If a Holder converts a Security, the Company will not adjust the
Conversion Rate to account for any accrued and unpaid interest (including original discount) on such Security and the Company’s delivery of cash, shares of Common Stock or a combination of cash and shares of Common Stock into which a Security
is convertible will be deemed to satisfy and discharge in full the Company’s obligation to pay the principal of, and accrued and unpaid interest (including original discount), if any, on, such Security to, but excluding, the Conversion Date;
provided, however, that, subject to Section 4.02(f), if a Holder converts a Security after a Regular Record Date and prior to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated to
pay the interest due on such Interest Payment Date to the Holder of such Security on such Regular Record Date. 
 As a result, except as
otherwise provided in the proviso to the immediately preceding sentence, any accrued and unpaid interest (including original discount) with respect to a converted Security will be deemed to be paid in full rather than cancelled, extinguished or
forfeited. In addition, if the Settlement Amount for any Security includes both cash and shares of the Common Stock, accrued and unpaid interest (including original discount) will be deemed to be paid first out of the amount of cash delivered upon
such conversion. In no event will a Holder be entitled to receive any dividend or other distribution with respect to any Common Stock issued on conversion of such Holder’s Securities if the applicable Conversion Date is after the Regular Record
Date for such dividend or distribution. Prior to the settlement of any conversion in accordance with Section 4.03, a Holder shall not be the owner of any Common Stock issuable upon conversion of such Holder’s Securities. 

Notwithstanding the foregoing, if Securities are converted in connection with a redemption on or prior to December 15, 2018 pursuant to
Section 3.10(a), a Holder will receive, in addition to the cash and shares of Common Stock, if any, due upon conversion, a cash payment representing accrued and unpaid interest to the Conversion Date; provided that no such


  
 37 








 
payment shall be required to be made if such conversion occurs after a Regular Record Date and on or prior to the next succeeding Interest Payment Date and such accrued and unpaid interest is
paid in accordance with Section 4.02(f). 
 (e) Notices. Whenever a Conversion Date occurs with respect to a Security, the
Conversion Agent will, as promptly as possible, and in no event later than the Business Day immediately following such Conversion Date, deliver to the Company and the Trustee, if it is not then the Conversion Agent, notice that a Conversion Date has
occurred, which notice will state such Conversion Date, the principal amount of Securities converted on such Conversion Date and the names of the Holders that converted Securities on such Conversion Date. 

On the first Business Day immediately following the last VWAP Trading Day of the Cash Settlement Averaging Period applicable to any converted
Security to which Cash Settlement or Combination Settlement is applicable, the Company will deliver written notice to the Conversion Agent and the Trustee stating the amount of cash and the number of shares of Common Stock, if any, that the Company
is obligated to pay to satisfy its conversion obligation with respect to each Security converted on such Conversion Date. 
 
Section 4.04 Adjustment of Conversion Rate. The Conversion Rate will be adjusted as described in this Section 4.04, except that the Company shall not make any adjustment to the Conversion Rate if Holders participate (other than
in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and as a result of holding the Securities, in any of the transactions described below without having to convert their
Securities, as if they held a number of shares of Common Stock equal to the applicable Conversion Rate, in respect of each $1,000 principal amount of Securities. 

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

					
	                        	 	CR1 = CR0 x	 	
  OS1  

		 		 	  OS0  

 where, 
  

							
	                    	 	CR0	  	=	  	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or
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


  
 38 









							
	                        	 	OS1	  	=	  	the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.

 Any adjustment made under this Section 4.04(a) shall become effective immediately after the Open of
Business on the Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such share split or share combination. 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 Date that would then
be in effect if such dividend or distribution had not been declared. 
 (b) If the Company issues to all or substantially all holders of the
Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the 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 will be increased based on the
following formula: 
  

					
	                        	 	CR1 = CR0 x	 	
  OS0 + X  

		 		 	  OS0 + Y  

 where, 
  

							
	                    	 	CR0	  	=	  	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance;
				
		 	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 such rights, options or 

  
 39 








 
warrants are not exercised prior to their expiration or shares of Common Stock are not delivered upon the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted
to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights,
options or warrants are not so issued, or if such rights, options or warrants are not exercised prior to their expiration, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such Ex-Dividend Date for
such issuance had not occurred. 
 For purposes of this Section 4.04(b) and Section 4.01(b)(3) hereof, in determining whether any
rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of the Common Stock at a price per share less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive
Trading Day period ending on the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of the Common Stock, there shall be taken into account any consideration
received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. 

(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights,
options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding: 

(1) dividends or distributions, rights options or warrants as to which an adjustment was effected pursuant to Section 4.04(a) hereof or
Section 4.04(b) hereof; 
 (2) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to
Section 4.04(d) hereof; and 
 (3) Spin-Offs as to which the provisions set forth below in this Section 4.04(c) shall apply; 

(any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other
securities of the Company, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: 
  

							
	                    	 	
CR1 = CR0 x
	 	
  SP0  

		 		 		 	  SP0 - FMV  

 where, 
  

							
	                CR0	 	=	  	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;


  
 40 









					
	                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 the Company’s indebtedness, other assets, or property of the Company or rights, options or warrants to acquire the
Company’s Capital Stock or other securities distributed with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution.

 If “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount of Securities it holds, at the same time and upon
the same terms as holders of the Common Stock, the amount and kind of Capital Stock, evidences of the Company’s indebtedness, other assets or property of the Company or rights, options or warrants to acquire the Capital Stock or other
securities that such Holder would have received as if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. 

Any increase made under the portion of this Section 4.04(c) will become effective immediately after the Open of Business on the
Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. 

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 of the Company or other business unit of the Company, and such Capital Stock or similar equity interest is listed or quoted
(or will be listed or quoted upon the consummation of the distribution) on a United States national securities exchange or a reasonably comparable non-U.S. equivalent (a “Spin-Off”), the Conversion Rate will be increased based on
the following formula: 
  

			
	                    CR1 = CR0 x	  	   FMV0 + MP0  

		  	  MP0  

 where, 
  

					
	                CR0	  	=	  	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such Spin-Off;
			
	                CR1	  	=	  	the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such Spin-Off;


  
 41 









							
	                        	 	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 over the first 10 consecutive Trading Day period after,
and including, the effective 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.

 If (i) the first VWAP Trading Day of the relevant Cash Settlement Averaging Period (in the case of
a conversion to which Cash Settlement or Combination Settlement is applicable) or (ii) the Conversion Date (in the case of a conversion to which Physical Settlement is applicable) occurs after the first Trading Day of the Valuation Period for a
Spin-Off, but on or before the last Trading Day of the Valuation Period for such Spin-Off, the Valuation Period for determining the Conversion Rate applicable to such conversion shall be deemed to end on the Trading Day immediately preceding the
first VWAP Trading Day of the relevant Cash Settlement Averaging Period (in the case of a conversion to which Cash Settlement or Combination Settlement is applicable) or the Conversion Date (in the case of a conversion to which Physical Settlement
is applicable). If (i) the first VWAP Trading Day of the relevant Cash Settlement Averaging Period (in the case of a conversion to which Cash Settlement or Combination Settlement is applicable) or (ii) the Conversion Date (in the case of a
conversion to which Physical Settlement is applicable) is on the first Trading Day of the Valuation Period for a Spin-Off, then the Valuation Period shall be one Trading Day, with the reference in the above definition of “FMV0” to ten (10) Trading Days being deemed replaced with a reference to one (1) Trading Day; provided further, that if one or more VWAP Trading Days of any Cash Settlement
Averaging Period (in the case of a conversion to which Cash Settlement or Combination Settlement is applicable) or the Conversion Date (in the case of a conversion to which Physical Settlement is applicable) occurs on or after the Ex-Dividend Date
for a Spin-Off, but on or prior to the first Trading Day of the Valuation Period, then such Cash Settlement Averaging Period will be suspended on the first such Trading Day and will resume on the second Trading Day of the Valuation Period for such
Spin-Off, or such Conversion Date will be deemed to occur on the second Trading Day of the Valuation Period for such Spin-Off, as applicable, with references in the above definition of
“FMV0” to ten (10) Trading Days being deemed replaced with a reference to one (1) Trading Day. 

For purposes of the second adjustment set forth in this Section 4.04(c), (i) the Last Reported Sale Price of any Capital Stock or
similar equity interest shall be calculated in a manner analogous to that used to calculate the Last Reported Sale Price of the Common Stock in the definition of “Last Reported Sale Price” set forth in Section 1.02 hereof,
(ii) whether a day is a Trading Day (and whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for such Capital Stock or similar equity interest shall be determined in a manner analogous to that used to
determine whether a day is a Trading Day (or whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for the Common Stock, and (iii) whether a day is a Trading Day to be included in a Valuation Period will
be determined based on whether a day is a Trading Day for both the Common Stock and such Capital Stock or similar equity interest. 

  
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 Subject to Section 4.04(g), for the purposes of this Section 4.04(c), rights, options
or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock (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, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 4.04(c). If any such right, option or
warrant, distributed prior to the Issue Date 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). 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 purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall
then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by 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 purposes of Section 4.04(a) hereof, Section 4.04(b) hereof and this Section 4.04(c), if any dividend or distribution to
which this Section 4.04(c) applies includes one or both of: 
 (A) a dividend or distribution of shares of Common Stock to which
Section 4.04(a) hereof also applies (the “Clause A Distribution”); or 
 (B) a dividend or distribution of rights,
options or warrants to which Section 4.04(b) hereof also applies (the “Clause B Distribution”), 
 then (i) 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 to be made under this Section 4.04(c) with respect to such Clause C Distribution shall be made, (ii) the Clause B Distribution, if any, shall be deemed to immediately follow the Clause C Distribution 

  
 43 








 
and any Conversion Rate adjustment required by Section 4.04(b) hereof with respect thereto shall then be made, except that, if determined by the Company, (A) the “Ex-Dividend
Date” of the Clause B Distribution and the Clause A Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (B) any shares of Common Stock included in the Clause A Distribution or the Clause B
Distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date” within the meaning of Section 4.04(b) hereof, and (iii) the Clause A Distribution, if any, shall be deemed to
immediately follow the Clause C Distribution or the Clause B Distribution, as the case may be, except that, if determined by the Company, (A) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution, if any,
shall be deemed to be the Ex-Dividend Date of the Clause C Distribution, and (B) any shares of Common Stock included in the Clause A Distribution shall not be deemed 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) hereof. 
 (d) If any cash dividend or distribution
is made to all or substantially all holders of the Common Stock (other than a regular quarterly cash dividend that does not exceed $0.25 (the “Dividend Threshold”)), the Conversion Rate shall be adjusted based on the following
formula: 
  

			
	                    CR1 = CR0 x	 	         SP0        

		 	        SP0 - C        


 where, 
  

					
	                CR0	 	=	 	the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution;
			
	                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 that the Company distributes to holders of the Common Stock in excess of the Dividend Threshold; provided that if the dividend is not a regular quarterly cash dividend, the Dividend Threshold will be
deemed to be zero. If “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder shall receive, for each $1,000 principal amount of Securities it holds, at the same
time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Dividend Date for such
cash dividend or distribution. Such increase shall become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution. If such dividend or


  
 44 









					
		 		  	distribution is not so paid, the Conversion Rate shall be decreased effective as of the date the Board of Directors of the Company, or a committee thereof, determines not to pay such dividends or distributions, to the Conversion
Rate that would then be in effect if such dividend or distribution had not been declared.

 The Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments to the Conversion
Rate; provided that no adjustment will be made to the Dividend Threshold for any adjustments to the Conversion Rate under this Section 4.04(d). 

(e) If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Stock, to the
extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges
may be made pursuant to such tender or exchange offer (the “Offer Expiration Date”), the Conversion Rate shall be increased based on the following formula: 
  

			
	                    CR1 = CR0 x    	 	
  AC + (SP1 xOS1)  

		 	  OS0 x SP1  

 where, 
  

					
	                CR0	 	=	 	the Conversion Rate in effect immediately prior to the Close of Business on the Offer Expiration Date;
			
	                CR1	 	=	 	the Conversion Rate in effect immediately after the Close of Business on the Offer Expiration Date;
			
	                AC	 	=	 	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender offer or exchange offer;
			
	                OS0	 	=	 	the number of shares of Common Stock outstanding immediately prior to the expiration time of the tender or exchange offer on the Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or
exchange in such tender offer or exchange offer);
			
	                OS1	 	=	 	the number of shares of Common Stock outstanding immediately after the expiration time of the tender or exchange offer on the Offer Expiration Date (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, and including, the Trading Day next succeeding the Offer Expiration Date (the “Averaging
Period”).


  
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 If (i) the first VWAP Trading Day of the relevant Cash Settlement Averaging Period (in the
case of a conversion to which Cash Settlement or Combination Settlement is applicable) or (ii) the Conversion Date (in the case of a conversion to which Physical Settlement is applicable) occurs after the first Trading Day of the Averaging
Period for a tender offer or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender offer or exchange offer, the Averaging Period for determining the Conversion Rate applicable to such conversion shall be
deemed to end on the Trading Day immediately preceding the first VWAP Trading Day of the relevant Cash Settlement Averaging Period (in the case of a conversion to which Cash Settlement or Combination Settlement is applicable), or the Conversion Date
(in the case of a conversion to which Physical Settlement is applicable). If (i) the first VWAP Trading Day of the relevant Cash Settlement Averaging Period (in the case of a conversion to which Cash Settlement or Combination Settlement is
applicable) or (ii) the Conversion Date (in the case of a conversion to which Physical Settlement is applicable) is on the first Trading Day of the Averaging Period for a tender offer or exchange offer, then the Averaging Period shall be one
Trading Day, and the reference in the above definition of “SP1” to “ten (10)” shall be deemed replaced with a reference to “one (1).” 

If a Holder converts a Security, when Physical Settlement is applicable to such Security and any Conversion Rate adjustment described herein
has become effective on or prior to the applicable Conversion Date, but the Holder will be entitled to participate in the event giving rise to such adjustment on account of the shares of Common Stock it receives upon conversion of such Security,
then, notwithstanding anything to the contrary herein, the Company shall calculate its conversion obligation to such Holder as if such Conversion Rate adjustment had not been required hereunder and treat such Holder as entitled to participate in
such event on account of the shares of Common Stock it receives upon conversion of such Security. 
 (f) Special Settlement
Provisions. Notwithstanding anything to the contrary herein, if a Holder converts a Security, when Combination Settlement is applicable to such Security and the Daily Settlement Amount for any VWAP Trading Day during the Cash Settlement
Averaging Period applicable to such Security: 
 (1) is calculated based on a Conversion Rate adjusted on account of any event described in
Sections 4.04(a) through (e) hereof; and 
 (2) includes any shares of Common Stock that, but for this provision, would entitle their
holder to participate in such event; 
 then, although the Company will otherwise treat such Holder as the holder of record of such shares of Common Stock
on the last VWAP Trading Day of such Cash Settlement Averaging Period, the Company will not permit such Holder to participate in such event on account of such shares of Common Stock. 

(g) Poison Pill. Whenever a Holder converts a Security, to the extent that Combination Settlement applies to such Security and the
Company has a rights plan in effect on any VWAP Trading Day in the Cash Settlement Averaging Period applicable to such Security, or to the extent that Physical Settlement applies to such Security and the Company has a rights plan in effect on the
Conversion Date, the Holder converting such Security will receive, in addition to 

  
 46 








 
any shares of Common Stock otherwise received in connection with such conversion on such Conversion Date or VWAP Trading Day, as the case may be, the rights under the rights plan, unless prior to
such Conversion Date or VWAP Trading Day, as the case may be, the rights have separated from the Common Stock, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all
holders of the Common Stock, shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants as described in Section 4.04(c) hereof, subject to readjustment in the event of the expiration, termination or
redemption of such rights. 
 (h) Deferral of Adjustments. Notwithstanding anything to the contrary herein, except on and after the
first VWAP Trading Day of any Cash Settlement Averaging Period with respect to a Security and on or prior to the last VWAP Trading Day of such Cash Settlement Averaging Period, the Company will not be required to adjust the Conversion Rate unless
such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent
adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made upon the occurrence of (i) the Effective Date for any Make-Whole Fundamental Change, (ii) a Redemption
Date and (iii) in the case of any Security to which Physical Settlement applies, upon the Conversion Date, and in the case of a Security to which Cash Settlement or Combination Settlement applies, on the first VWAP Trading Day of the applicable
Cash Settlement Averaging Period. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied. 

(i) Limitation on Adjustments. Except as stated in this Section 4.04, the Company will not adjust the Conversion Rate for the
issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities. If, however, the application of the
formulas in Sections 4.04(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result
of a reverse share split, share combination or readjustment to the Conversion Rate). 
 In addition, notwithstanding anything to the
contrary herein, the Conversion Rate will not be adjusted: 
 (1) on account of stock repurchases that are not tender offers referred to in
Section 4.04(e) hereof, including structured or derivative transactions, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; 

(2) 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; 

  
 47 








 (3) 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, program or agreement of or assumed by the Company or any of its Subsidiaries; 

(4) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible
security not described in the preceding bullet and outstanding as of the date the Securities were first issued; 
 (5) for a change in the
par value of the Common Stock; 
 (6) for accrued and unpaid interest on the Securities, if any; or 

(7) for an event otherwise requiring an adjustment under this Indenture if such event is not consummated. 

In addition, before taking any action which would cause an adjustment to the Conversion Rate such that the Conversion Price per share of
Common Stock would be less than the par value of the Common Stock issuable upon conversion of the Securities, the Company shall take all corporate actions that may, in the opinion of its counsel, be necessary so it may validly and legally issue
shares of Common Stock at such adjusted Conversion Rate. 
 (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. 

Section 4.05 Discretionary and Voluntary Adjustments 

(a) Discretionary Adjustments. Whenever any provision of this Indenture requires the Company to calculate the Last Reported Sale
Prices, the Daily VWAPs or any function thereof, including the number of shares of Common Stock that would be deliverable, over a span of multiple days (including during a Cash Settlement Averaging Period), the Company will make appropriate
adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Effective Date, Ex-Dividend Date or Offer Expiration Date of the event occurs, at
any time during the period when such Last Reported Sale Prices, the Daily VWAPs or function thereof, including the number of shares of Common Stock that would be deliverable, is to be calculated. 

(b) Voluntary Adjustments. To the extent permitted by applicable law, the Company is permitted to increase the Conversion Rate of the
Securities by any amount for a period of at least 20 business days if the Board of Directors determines that such increase would be in the Company’s best interest. The Company may also (but is not required to) increase the Conversion Rate to
avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event. 

  
 48 








 Section 4.06 Adjustment to Conversion Rate upon Conversion in
Connection with a Make-Whole Fundamental Change or Certain Redemptions. 
 (a) Increase in the Conversion Rate. If a Make-Whole
Fundamental Change occurs on or prior to December 15, 2018 or the Company redeems Securities on or prior to December 15, 2018 pursuant to Section 3.10(a) and a Holder elects to convert its Securities in connection with such Make-Whole
Fundamental Change or such redemption, the Company shall, under the circumstances set forth in this Section 4.06, increase the Conversion Rate for the Securities so surrendered for conversion by a number of additional shares of Common Stock
(the “Additional Shares”), as set forth in this Section 4.06. A conversion of Securities shall be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the relevant Conversion Notice
is received by the Conversion Agent during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Close of Business on the Business Day immediately prior to the related Fundamental Change
Purchase Date or, if such Make-Whole Fundamental Change is not a Fundamental Change, the 35th Business Day immediately following the Effective Date for such Make-Whole Fundamental Change. A conversion of Securities shall be deemed for these purposes
to be “in connection with” a redemption under Section 3.10(a) if the relevant Conversion Notice is received by the Conversion Agent during the period from, and including, the date of the notice of redemption and prior to the Close of
Business on the third Scheduled Trading Day prior to the related Redemption Date. Notwithstanding anything to the contrary in this Indenture or the Securities, in the event that a conversion may be deemed to be both “in connection with” a
Make-Whole Fundamental Change and “in connection with” a redemption pursuant to Section 3.10(a), such conversion will be deemed to be “in connection” with a Make-Whole Fundamental Change and not “in connection
with” a redemption pursuant to Section 3.10(a). 
 (b) Cash Mergers. Upon surrender of Securities for conversion in connection
with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy its conversion obligation by Physical Settlement, Cash Settlement or Combination Settlement. Notwithstanding anything to the contrary herein, if the consideration paid
to holders of 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 Securities following the Effective Date of such
Make-Whole Fundamental Change, the payment and delivery obligations upon the conversion of a Security shall be calculated based solely on the Stock Price for such Make-Whole Fundamental Change and shall, for each $1,000 principal amount of
Securities converted, be deemed to be an amount of cash equal to the product of (i) the Conversion Rate in effect on the applicable Conversion Date (as increased by any number of Additional Shares required by this Section 4.06)
multiplied by (ii) such Stock Price. In such event, the Company will pay such amount of cash to a converting Holder on the third Business Day following the applicable Conversion Date. Otherwise, the Company will settle any conversion of
the Securities following the Effective Date for a Make-Whole Fundamental Change in accordance with Section 4.02 hereof (but subject to Section 4.07 hereof). 

(c) Determining the Number of Additional Shares. The number of Additional Shares, if any, by which the Conversion Rate will be
increased for a Holder that converts its Securities in connection with a Make-Whole Fundamental Change occurring on or prior to December 15, 2018 or a redemption on or prior to 

  
 49 








 
December 15, 2018 pursuant to Section 3.10(a) shall be determined by reference to the table attached as Schedule A hereto, based on the Effective Date and the Stock Price. 

(d) Interpolation and Limits. 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 $175.00 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 Section 4.06(d)(4) hereof), the Conversion Rate shall not be increased. 

(3) If the Stock Price is less than $57.77 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column
headings of the table in Schedule A pursuant to Section 4.06(d)(4) hereof), the Conversion Rate shall not be increased. 

Notwithstanding the foregoing, in no event will the Conversion Rate be increased on account of a Make-Whole Fundamental Change to exceed
17.3100 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate is required to be adjusted as set forth in Section 4.04 hereof. 

(4) 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 Securities is otherwise required to be 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 and
at the same time as the Conversion Rate is required to be adjusted as set forth in Section 4.04. After December 15, 2018, the provisions of this Section 4.06(d) shall no longer remain applicable to the Securities. 

(5) The Conversion Rate applicable to the Securities shall not be subject to increase on account of this Section 4.06 if the Effective
Date of a Make-Whole Fundamental Change occurs after December 15, 2018 or with respect to any conversion of Securities in connection with a redemption if the related Redemption Date falls on or after December 15, 2018. 

(e) Notices. The Company shall notify the Holders 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. 

Section 4.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. 

(a) Merger Events. In the case of: 

  
 50 








 (1) any recapitalization, reclassification or change of the Common Stock (other than a change in
par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination for which an adjustment was made pursuant to Section 4.04(a) hereof); 

(2) any consolidation, merger or combination involving the Company; 

(3) any 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; 

and, 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,” any such stock, other securities, other property or assets, “Reference Property,” and the amount and kind of Reference Property that a
holder of one share of Common Stock is entitled to receive in the applicable Merger Event (or if as a result of the applicable Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration
(determined based in part upon any form of stockholder election), the per-share of Common Stock weighted average of the types and amounts of Reference Property received by the holders of Common Stock that affirmatively make such an election) a
“Unit of Reference Property”) then, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Securities based on a number of shares of the Common Stock equal to the applicable Conversion Rate
will, without the consent of the Holders, be changed into a right to convert each $1,000 principal amount of Securities into or based on a number of Units of Reference Property equal to the applicable Conversion Rate and, prior to or at the
effective time of such Merger Event, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing for such change in the right to convert each $1,000 principal amount of Securities; provided, however, that (x) the Company will continue to have the right to determine the form of
consideration to be paid and delivered, as the case may be, pursuant to Section 4.03(a)(2) hereof and (y)(i) any amount payable in cash upon conversion of the Securities in accordance with Sections 4.03 and 4.06 hereof shall continue to be
payable in cash, (ii) the number of shares of Common Stock that the Company would have been required to deliver upon conversion of the Securities in accordance with Sections 4.03 and 4.06 hereof shall instead be deliverable in Units of
Reference Property and (iii) the Daily VWAP and the Last Reported Sale Price will, to the extent reasonably possible, be calculated based on the value of a Unit of Reference Property and the definitions of VWAP Trading Day and VWAP Market
Disruption Event shall be determined by reference to the components of a Unit of Reference Property. 
 The Company shall not become a party
to any Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture described in the immediately preceding paragraph shall provide for adjustments which shall be as nearly equivalent 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 Merger Event, the Reference Property receivable thereupon by a holder of Common Stock includes
shares of stock, securities 

  
 51 








 
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 Merger Event, then such supplemental
indenture shall also be executed by such other person. 
 In connection with any Merger Event, the Dividend Threshold will subject to
adjustment as described in clause (i), clause (ii) or clause (iii) below, as the case may be. 
 (i) In the case of a Merger Event
in which the Reference Property (determined, as appropriate, pursuant to the second paragraph of subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of shares of common stock (the “Merger
Common Stock”), the Dividend Threshold at and after the effective time of such Merger Event will be equal to (x) the Dividend Threshold immediately prior to the effective time of such Merger Event, divided by (y) the number
of shares of Merger Common Stock that a holder of one share of Common Stock would receive in such Merger Event (such quotient rounded down to nearest cent). 

(ii) In the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to the second paragraph of subsection
(a) above and excluding any dissenters’ appraisal rights) is composed in part of shares of Merger Common Stock, the Dividend Threshold at and after the effective time of such Merger Event will be equal to (x) the Dividend Threshold
immediately prior to the effective time of such Merger Event, multiplied by (y) the Merger Valuation Percentage for such Merger Event (such product rounded down to nearest cent). 

(iii) For the avoidance of doubt, in the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to the
first paragraph of this Section 4.07(a) above (including, without limitation, in circumstances where the Common Stock is converted into the right to receive more than a single type of consideration determined based in part upon any form of
stock holder election) and excluding any dissenters’ appraisal rights)) is composed entirely of consideration other than shares of common stock, the Dividend Threshold at and after the effective time of such Merger Event will be equal to zero.

 For purposes of the provisions of this paragraph, the following terms shall have the following meanings: 

(i) The “Merger Valuation Percentage” for any Merger Event shall be equal to (x) the arithmetic average of the Last
Reported Sale Prices of one share of such Merger Common Stock over the relevant Merger Valuation Period (determined as if references to “Common Stock” in the definition of “Last Reported Sale Price” were references to the
“Merger Common Stock” for such Merger Event), divided by (y) the arithmetic average of the Last Reported Sale Prices of one share of Common Stock over the relevant Merger Valuation Period. 

(ii) The “Merger Valuation Period” for any Merger Event means the five consecutive Trading Day period immediately preceding,
but excluding, the effective date for such Merger Event. 

  
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 (b) Notice of Supplemental Indentures. 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 Securities maintained by the Registrar, within 20 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 Merger Events. 

(c) Prior Notice. In addition, at least 20 Scheduled Trading Days before any Merger Event, the Company shall give notice to Holders of
such Merger Event, or, if the Company has not publicly announced such Merger Event at such time, as promptly as practicable after publicly announcing such Merger Event. In any such notice, the Company shall also specify the composition of the Unit
of Reference Property for such Merger Event, or, if the Company has not determined the composition of such Unit of Reference Property at such time, the Company will provide an additional notice to Holders that states the composition of such Unit of
Reference Property as promptly as practicable after determining its composition. 
 Section 4.08
Stock Issued upon Conversion. 
 (a) Reservation of Shares. To the extent necessary to satisfy its obligations under this
Indenture, prior to issuing any shares of Common Stock, the Company will reserve out of its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion of the Securities. 

(b) Certain Other Covenants. The Company covenants that all shares of Common Stock that may be issued upon conversion of Securities
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 or due to
a change in registered owner). 
 The Company shall list or cause to have quoted any shares of Common Stock to be issued upon conversion of
Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted. 

Section 4.09 Responsibility of Trustee. The Trustee and any Conversion Agent, Registrar, Bid
Solicitation Agent or Paying Agent (in each case, if other than the Company) shall not at any time be under any duty or responsibility to any Holder of Securities to determine or calculate amounts to be paid or for monitoring the price of the Common
Stock or be charged with any knowledge of or have any duties to monitor any Measurement Period. These calculations include, but are not limited to, determinations of the Last Reported Sale Price of the Common Stock, accrued interest payable on the
Securities, the Daily VWAP, the Daily Conversion Value, the Daily Settlement Amount and the Conversion Rate of the Securities. Further, the Trustee and any Conversion Agent, Registrar, Bid Solicitation Agent or Paying Agent (in each case, if other
than the Company) shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Rate, or to confirm the accuracy of any such adjustment
when made or the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 

  
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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 Securities; and the Trustee and the Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue,
transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities 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, including, without limitation, its right to be compensated, reimbursed, and indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent. 

Section 4.10 Notice to Holders. 

(a) Notice to Holders Prior to Certain Actions. The Company shall deliver notices of the events specified below at the times specified
below and containing the information specified below, unless, in each case, (i) pursuant to this Indenture, the Company is already required to deliver notice of such event containing at least the information specified below at an earlier time
or, (ii) the Company, at the time it is required to deliver a notice, does not have knowledge of all of the information required to be included in such notice, in which case, the Company shall (A) deliver notice at such time containing
only the information that it has knowledge of at such time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining knowledge of any such information not already included in a notice delivered by the Company,
deliver notice to each Holder containing such information. In each case, the failure by the Company to give such notice, or any defect therein, shall not affect the legality or validity of such event. 

(1) Issuances, Distributions, and Dividends and Distributions. If the Company (A) announces any issuance of any rights, options
or warrants that would require an adjustment in the Conversion Rate pursuant to Section 4.04(b) hereof; (B) authorizes any distribution that would require an adjustment in the Conversion Rate pursuant to Section 4.04(c) hereof
(including any separation of rights from the Common Stock described in Section 4.04(g) hereof); or (C) announces any dividend or distribution that would require an adjustment in the Conversion Rate pursuant to Section 4.04(d) hereof,
then the Company shall deliver to the Holders, as promptly as possible, but in any event at least 15 calendar days prior to the applicable Ex-Dividend Date, notice describing such issuance, distribution, dividend or distribution, as the case may be,
and stating the expected Ex-Dividend Date and record date for such issuance, distribution, dividend or distribution, as the case may be. In addition, the Company shall deliver to the Holders notice if the consideration included in such issuance,
distribution, dividend or distribution, or the Ex-Dividend Date or record date of such issuance, distribution, dividend or distribution, as the case may be, changes. 

(2) Voluntary Increases. If the Company increases the Conversion Rate pursuant to Section 4.05(b), the Company shall deliver
notice to the Holders at least 10 days prior to the date on which such increase will become effective, which notice shall state the date 

  
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on which such increased will become effective and the amount by which the Conversion Rate will be increased. 

(3) Dissolutions, Liquidations and Winding-Ups. If there is a voluntary or involuntary dissolution, liquidation or winding-up of the
Company, the Company shall deliver notice to the Holders at promptly as possible, but in any event at least 15 calendar days prior to the earlier of (i) the date on which such dissolution, liquidation or winding-up, as the case may be, is
expected to become effective or occur, and (ii) 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 dissolution,
liquidation or winding-up, as the case may be, which notice shall state the expected effective date and record date for such event, as applicable, and the amount and kind of property that a holder of one share of the Common Stock is expected to be
entitled, or may elect, to receive in such event. The Company shall deliver an additional notice to Holders, as promptly as practicable, whenever the expected effective date or record date, as applicable, or the amount and kind of property that a
holder of one share of the Common Stock is expect to be entitled to receive in such event, changes. 
 (b) Notices After Certain Actions
and Events. Whenever an adjustment to the Conversion Rate becomes effective pursuant to Sections 4.04, 4.05 or 4.06 hereof, the Company will (i) file with the Trustee an Officer’s Certificate stating that such adjustment has become
effective, the Conversion Rate, and the manner in which the adjustment was computed and (ii) deliver notice to the Holders stating that such adjustment has become effective and the Conversion Rate or conversion privilege as adjusted. Failure to
give any such notice, or any defect therein, shall not affect the validity of any such adjustment. 

ARTICLE 5. 

PARTICULAR COVENANTS OF THE COMPANY 

Section 5.01 Payment of Principal and Interest. This Section 5.01 shall replace
Section 6.01 of the Base Indenture in its entirety. 
 The Company covenants and agrees that it will cause to be paid the principal (or
required portion thereof) of (including the Fundamental Change Purchase Price, Purchase Price or Redemption Price), and accrued and unpaid interest, if any, on each of the Securities at the places, at the respective times and in the manner provided
herein and in the Securities. 
 Section 5.02 Maintenance of Office or Agency. This Section 5.02
replaces Section 6.02 of the Base Indenture in its entirety. 
 The Company will maintain in the Borough of Manhattan, The City of New
York, an office of the Paying Agent, an office of the Registrar and an office or agency where Securities may be surrendered for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, 

  
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surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee in the Borough of Manhattan, The City of New York. 

The Company may also from time to time designate co-registrars and one or more other offices or agencies where the Securities may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York, for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms
“Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable. 
 The
Company hereby initially designates the Trustee as the Paying Agent, Registrar, Custodian, Conversion Agent, Transfer Agent and the Corporate Trust Office, which shall be in the continental United States, shall be considered as one such office or
agency of the Company for each of the aforesaid purposes. The Company hereby initially designates itself as the Bid Solicitation Agent. 

With respect to any Global Security, the Corporate Trust Office of the Trustee or any Paying Agent shall be the Place of Payment where such
Global Security may be presented or surrendered for payment or conversion or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; provided, however, that any such payment,
conversion, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the
provisions of this Indenture. 
 Section 5.03 Appointments to Fill Vacancies in Trustee’s
Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 10.06 of the Base Indenture, a Trustee, so that there shall at all times be a Trustee hereunder.

 Section 5.04 Provisions as to Paying Agent. 

(a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.04: 
 (1) that it
will hold all sums held by it as such agent for the payment of the principal of, accrued and unpaid interest, if any, on, and the Fundamental Change Purchase Price, Purchase Price or Redemption Price for, the Securities in trust for the benefit of
the holders of the Securities; 
 (2) that it will give the Trustee prompt notice of any failure by the Company to make any payment of the
principal of, accrued and unpaid interest, if any, on, or the Fundamental Change Purchase Price, Purchase Price or Redemption Price for, the Securities when the same shall be due and payable; and 

  
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 (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, on or before each due date of the principal of,
accrued and unpaid interest, if any, on, and Fundamental Change Purchase Price, Purchase Price or Redemption Price for, the Securities, deposit with the Paying Agent a sum sufficient to pay such principal, accrued and unpaid interest, or Fundamental
Change Purchase Price, Purchase Price or Redemption Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action, provided that, if such deposit is
made on the due date, such deposit must be received by the Paying Agent by 10:00 a.m., New York City time, on such date. 
 (b) If the
Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, accrued and unpaid interest, if any, on, or Fundamental Change Purchase Price, Purchase Price or Redemption Price for, the Securities, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, accrued and unpaid interest, if any, on or Fundamental Change Purchase Price, Purchase Price or Redemption Price, as the case may
be, 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, accrued and unpaid interest on, or Fundamental Change Purchase Price,
Purchase Price or Redemption Price for, the Securities when the same shall become due and payable. 
 (c) Anything in this Section 5.04
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 Trustee all sums held in trust by the Company or any
Paying Agent hereunder as required by this Section 5.04, 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, accrued and unpaid interest, if any, on, or Fundamental Change Purchase Price, Purchase Price or Redemption Price for, any Security and remaining unclaimed for two years after such
principal, accrued and unpaid interest, if any, on, or Fundamental Change Purchase Price, Purchase Price or Redemption Price for, such Security has become due and payable shall be paid to the Company on request of the Company contained in an
Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security 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; provided, however, that before the Trustee or such Paying Agent are required to make any
such repayment, the Company shall cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice
that such money remains unclaimed and that, after a date specified therein, which shall not be less than 

  
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thirty days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 5.05 Reports; 144A Information; Registration; Additional Interest. 

(a) The Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the
Exchange Act, make available to any Holder or beneficial holder of Securities or any holder of Common Stock issued upon conversion thereof which continue to be Restricted Securities and any prospective purchaser of Securities or such Common Stock
designated by such Holder or beneficial holder, the information, if any, required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any such Holder or beneficial holder of the Securities or such Common Stock, until such time
as such securities are no longer “restricted securities” within the meaning of Rule 144, assuming such Securities have not been owned or beneficially owned by an “affiliate” (as defined in Rule 144) of the Company. 

(b) This Section 5.05(b) replaces Section 9.02 of the Base Indenture in its entirety. 

The Company will file with the Trustee, within 15 days after it is required to file the same with the SEC, pursuant to Section 314 of the
Trust Indenture Act, copies of the quarterly and annual reports and of the information, documents and other reports, if any, that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and to otherwise comply
with Section 314(a) of the Trust Indenture Act. Any such report, information or document that the Company files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be delivered to the Trustee for the purposes of
this Section 5.05 at the time of such filing through the EDGAR system (or such successor thereto). 
 Delivery of any such reports,
information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents 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 Officer’s Certificates). 

(c) Registration Under the Securities Act. 

(1) The Company has filed a registration statement on Form S-3 (the “Shelf Registration Statement”) providing for the
registration of, and the sale on a continuous or delayed basis pursuant to Rule 415 under the Securities Act by the Holders of Registrable Securities that provided a properly completed Selling Securityholder Questionnaire to the Company as of the
date of the applicable Purchase Agreement, which Shelf Registration Statement has become effective. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earlier of
(i) the removal of the restrictive legend borne by the Securities in accordance with Section 5.05(g) or (ii) such time as there are no longer any Registrable Securities outstanding (the “Effective Period”). 

  
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 (2) The Company agrees to furnish to the Holders of the Registrable Securities copies of any
supplement or amendment prior to its being used or promptly following its filing with the Commission; provided, however, that the Company shall have no obligation to deliver to Holders of Registrable Securities copies of any amendment
consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Company’s website. 

(3) From and after the date the Shelf Registration Statement becomes effective and following the issuance of the Notes that are Registrable
Securities, the Company shall, as promptly as is practicable after the date a Selling Securityholder Questionnaire is delivered, and in any event within ten Business Days after such date, 

(A) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if
required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Selling Securityholder
Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Registrable Securities in accordance with
applicable law; 
 (B) provide such Holder copies of any documents filed pursuant to Section 5.05(c)(3)(A); and 

(C) notify such Holder as promptly as practicable after the filing and effectiveness under the Securities Act of any post-effective amendment
filed pursuant to Section 5.05(c)(3)(A); 
 provided that the Company shall not be required to make more than two such filings in any calendar
quarter (or one such filing in any calendar quarter in the form of a post-effective amendment to the Shelf Registration Statement); provided, further, that if such Selling Securityholder Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Selling Securityholder Questionnaire and shall take the actions set forth in clauses (A), (B) and (C) above upon expiration of the Deferral Period. Notwithstanding anything
contained herein to the contrary, the Company shall be under no obligation to name any Holder that has not delivered a properly completed Selling Securityholder Questionnaire as a selling securityholder in any Shelf Registration Statement or related
prospectus. 
 (d) The Company agrees to bear and to pay or cause to be paid promptly upon request being made therefor all expenses incident
to the Company’s performance of or compliance with this Section 5.05. Notwithstanding the foregoing, the Holders of the Registrable Securities being registered shall pay any underwriting discounts and commissions and placement agent fees
and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such Holders (severally or jointly). 

  
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 (e) If any of the following events (any such event a “Registration Default”)
shall occur, then additional interest (the “Additional Interest”) shall become payable by the Company to Holders in respect of Securities that are Registrable Securities as follows: 

(1) if the Shelf Registration Statement ceases to be effective at any time during the Effective Period (other than pursuant to
Section 5.05(f) hereof), then commencing on the day such Shelf Registration Statement ceases to be effective, Additional Interest shall accrue on the principal amount of the outstanding Securities that are Registrable Securities as of such date
at a rate of 0.5% per annum; and 
 (2) if the aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 5.05(f) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period (and again on the first
day of any subsequent Deferral Period during such period), Additional Interest shall accrue on the principal amount of the outstanding Securities that are Registrable Securities at a rate of 0.5% per annum; 

provided, however, that the Additional Interest rate on the Securities that are Registrable Securities shall not exceed in the aggregate
0.5% per annum and shall not be payable under more than one clause above for any given period of time; provided further, however, that (i) upon the effectiveness of the Shelf Registration Statement which had ceased to remain
effective (in the case of clause (e)(1) above), (ii) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 5.05(f) to be exceeded (in the case of clause
(e)(2) above), (ii) upon the removal of the legend on the Registrable Securities pursuant to Section 5.05(g) or (6) after the end of the Effective Period, Additional Interest on the Securities that are Registrable Securities as a
result of such clause, as the case may be, shall cease to accrue. 
 The Company shall notify the Trustee immediately upon the occurrence of
each and every Registration Default. The obligation to pay Additional Interest shall be the sole remedy of any Holder of Registrable Securities for any Registration Default. 

(f) Upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the
initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any event or existence of fact as a result of which the Shelf
Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any related prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any corporate development or business reason that, in the sole discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related prospectus, including, without
limitation, the acquisition 

  
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or divestiture of assets, pending corporate developments, public filings with the Commission and similar events, the Company will: 

(1) in the case of clause (B) above, subject to the immediately following paragraph, as promptly as practicable prepare and file a
post-effective amendment to such Shelf Registration Statement, prospectus or a supplement to the related prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into
such Shelf Registration Statement and prospectus so that such Shelf Registration Statement and prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading (in the case of the prospectus in the light of the circumstances under which they were made); and 

(2) give notice to the Holders of Restricted Securities that have delivered a properly completed Selling Securityholder Questionnaire that
the availability of the Shelf Registration Statement is suspended (a “Deferral Notice”). 
 The Company will use its
commercially reasonable efforts to ensure that the use of the related prospectus may be resumed (x) in the case of clause (A) above, as promptly as reasonably practicable, (y) in the case of clause (B) above, as soon as, in the
sole judgment of the Company, public disclosure of such event or fact would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in
the case of clause (C) above, as soon as, in the sole discretion of the Company, such suspension is no longer appropriate; provided that the period during which the availability of the Shelf Registration Statement and any related
prospectus is suspended (the “Deferral Period”), without the Company incurring any obligation to pay Additional Interest pursuant to Section 5.05(e), shall not exceed 90 days in the aggregate in any 12-month period. 

(g) Unless (i) the Restricted Security Legend on the Securities that are Registrable Securities has been removed, and (ii) the
Registrable Securities are freely tradable pursuant to Rule 144 under the Securities Act without volume restrictions by holders other than affiliates (as defined in Rule 144) of the Company (without restrictions pursuant to U.S. securities law or
the terms of this Indenture or the Securities), as of December 20, 2015, the Company shall pay Additional Interest on the Securities that are Registrable Securities at an annual rate equal to 0.5% of the aggregate principal amount of the Securities
that are Registrable Securities until such time as the Restricted Security Legend shall be removed and the Securities that had been Registrable Securities shall be freely tradable in accordance with clause (ii) above (provided that Additional
Interest shall not accrue on account of the failure of the removal of the Restricted Security Legend if the Shelf Registration Statement specified in Section 5.05(c)(1) shall remain effective and cover resales of the Securities). 

(h) So long as a condition described in either Section 5.05(e) or Section 5.05(g) continues, the Company shall pay such Additional
Interest on each Interest Payment Date to the Holders of record of Registrable Securities as of the related Regular Record Date. When such condition ceases to continue, accrued and unpaid Additional Interest through


  
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the date of cessation shall be paid in arrears on the subsequent Interest Payment Date to the Holders of record as of the related Regular Record Date. 

(i) For the avoidance of doubt, no Security that is not a Registrable Security at the time of any accrual of Additional Interest pursuant to
Section 5.05(e) or Section 5.05(g) shall be entitled to accrual or payment of Additional Interest on such Security. If a Holder converts Securities into Common Stock pursuant to Article 4 hereof, the Holder will not be entitled to receive
Additional Interest on such Common Stock pursuant to Section 5.05(e) or Section 5.05(g). 
 (j) In no event shall the failure by
the Company to comply with any of the provisions of Section 5.05(c)-(i) of this Supplemental Indenture (including, without limitation, in connection with a Registration Default or the failure to remove the Restricted Security Legend and
for the Registrable Securities to be freely tradable as described in Section 5.05(g)) constitute a failure by the Company to comply with its covenants or agreements in this Supplemental Indenture and the Securities for purposes of
Section 6.02 hereof or otherwise. In addition, in no event shall Additional Interest accrue in accordance with the provisions of Section 5.05 at a rate in excess of 0.5% per annum. 

Section 5.06 Statements as to Defaults. In addition, the Company shall deliver to the Trustee, as
soon as possible, and in any event within thirty days after the Company becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the details of such Default or Event of Default, its status and
the action that the Company proposes to take with respect thereto. Such Officer’s Certificate shall also comply with any additional requirements set forth in Section 6.05 of the Base Indenture. 

Section 5.07 Supplementary Interest and Additional Interest Notice. If Additional Interest or
Supplementary Interest is payable by the Company pursuant to Section 5.05 or Section 6.04 hereof, respectively, the Company shall deliver to the Trustee an Officer’s Certificate to that effect stating (a) the amount of such
Additional Interest or Supplementary Interest that is payable and (b) the date on which such interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may
assume without inquiry that no such Additional Interest or Supplementary Interest, as applicable, is payable. If the Company has paid Additional Interest or Supplementary Interest, as applicable, directly to the Persons entitled to them, the Company
shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment. 

ARTICLE 6. 

REMEDIES 
 
Section 6.01 Amendments to the Base Indenture. The Event of Default provisions set forth in this Article 6 shall, with respect to the Securities, supersede the entirety of Article VII of the Base Indenture, and all references in the
Base Indenture to Article VII thereof and the provisions relating to Events of Default therein, as the case may be, shall, with respect to the Securities, be deemed to be references to this Article 6 and the Events of Default provisions set forth in
this Article 6, respectively. Accordingly, and without limitation: 

  
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 (a) the references to Sections 7.01(f) and (g) in Section 10.01(a) of the Base
Indenture are, with respect to the Securities, hereby deemed replaced by references to Sections 6.02(h) and (i) hereof; 
 (b) the
references to Section 7.01 in Section 10.02(a) of the Base Indenture are, with respect to the Securities, hereby deemed replaced by references to Section 6.02 hereof; and 

(c) the references to Section 7.06 in Sections 10.02(b)(iii) of the Base Indenture are, with respect to the Securities, hereby deemed
replaced by a reference to Section 6.06 hereof. 
 Section 6.02 Events of Default. Each of
the following events (and only the following events) shall be an “Event of Default” wherever used with respect to the Securities: 

(a) default in any payment of interest on any Security when due and payable, and the default continues for a period of thirty (30) days;

 (b) default in the payment of the principal amount (or required portion thereof) of any Security (including the Fundamental Change
Purchase Price, the Purchase Price, or the Redemption Price) when due and payable on the Maturity Date, upon required purchase or redemption, upon declaration of acceleration or otherwise; 

(c) failure by the Company to comply with its obligations under Article 4 hereof to convert the Securities into cash, shares of Common Stock,
or the combination of cash and shares of Common Stock, as applicable, determined in accordance with Article 4 hereof upon exercise of a Holder’s conversion right and that failure continues for five (5) calendar days; 

(d) failure by the Company to comply with its obligations under Article 9 hereof; 

(e) failure by the Company to issue a notice in accordance with the provisions of Section 4.01(b)(3) or 4.01(b)(4) hereof or
Section 3.02(b) hereof for a period of five (5) calendar days after such notice becomes due; 
 (f) failure by the Company for
sixty (60) days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Securities then Outstanding (a copy of which notice, if given by Holders, must also to be given to the Trustee) has been received by
the Company to comply with any of its other agreements contained in the Securities or this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 6.02 specifically provided for
or that is not applicable to the Securities), which notice shall state that it is a “Notice of Default” hereunder; 
 (g)
failure by the Company to pay beyond any applicable grace period, or the acceleration of, indebtedness of the Company or any of the Company’s Subsidiaries in an aggregate amount greater than $10,000,000 (or its foreign currency equivalent at
the time); 

  
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 (h) the Company or any Significant Subsidiary of the Company shall commence a voluntary case or
other proceeding seeking the liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of the Company’s, or such Significant Subsidiary of the Company’s,
property, or shall consent to any such relief or to the appointment of, or taking possession by, any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due; 
 (i) an involuntary case or other proceeding shall be commenced against the
Company or any Significant Subsidiary of the Company seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary of the Company or its debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of its property, and such involuntary case
or other proceeding shall remain undismissed and unstayed for a period of thirty consecutive days; or 
 (j) the failure by the Company or
any of its subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction in excess of $15,000,000, which judgments are not paid, discharged or stayed, for a period of thirty (30) calendar days. 

Section 6.03 Acceleration; Rescission and Annulment. 

(a) If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than
an Event of Default specified in Section 6.02(h) or Section 6.02(i) with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company)), unless the principal of all of the Securities shall have already
become due and payable, either the Trustee or the holders of at least 25% in aggregate principal amount of the Securities then Outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders), may declare 100% of the
principal of, and accrued and unpaid interest, if any, on all the Securities to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or
in the Securities contained to the contrary notwithstanding. If an Event of Default specified in Section 6.02(h) or Section 6.02(i) with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company) occurs
and is continuing, the principal of, and accrued and unpaid interest, if any, on all Securities shall be immediately due and payable. 
 (b)
The provisions of Section 6.03(a), however, are subject to the conditions that if, at any time after the principal of, and accrued and unpaid interest, if any, on, the Securities shall have been so declared due and payable, and before any
judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided: 

  
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 (1) the Company shall pay or shall deposit with the Trustee (A) a sum sufficient to pay
installments of accrued and unpaid interest, if any, upon all Securities and the principal of all Securities that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest, if any (to
the extent that payment of such interest is enforceable under applicable law), and on such principal, at the rate borne by the Securities at such time) and amounts due to the Trustee pursuant to Section 10.01(a) of the Base Indenture, and
(B) an amount of cash, shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, sufficient to settle every outstanding Conversion Obligation; 

(2) rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and 

(3) any and all Events of Defaults under this Indenture, other than the nonpayment of the principal of, and accrued and unpaid interest, if
any, on, the Securities (including on overdue installments) that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.05 hereof, 

then, the Holders of a majority in aggregate principal amount of the Securities then Outstanding, by written notice to the Company and to the Trustee, may
waive all Defaults or Events of Default with respect to the Securities (other than a Default or an Event of Default resulting from a failure to pay the Fundamental Change Purchase Price, Purchase Price or Redemption Price of a Security, the failure
to pay or deliver the cash, shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, due upon conversion of a Security, or the breach of any provision of this Indenture that cannot be modified or amended
without the consent of each affected Holder) and rescind and annul such declaration of acceleration resulting from such Defaults or Event of Defaults (other than a Default or an Event of Default resulting from a failure to pay the Fundamental Change
Purchase Price, Purchase Price or Redemption Price of a Security, the failure to pay or deliver the cash, shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, due upon conversion of a Security, or the
breach of any provision of this Indenture that cannot be modified or amended without the consent of each affected Holder) and their consequences and such Default (other than a Default relating to the failure to pay the Fundamental Change Purchase
Price, Purchase Price or Redemption Price of a Security, the failure to pay or deliver the cash, shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, due upon conversion of a Security, or the breach of any
provision of this Indenture that cannot be modified or amended without the consent of each affected Holder) shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture;
provided, that no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. 

Section 6.04 Supplementary Interest. 

(a) Notwithstanding any provisions of the Indenture to the contrary, the sole remedy for an Event of Default arising under
Section 6.02(f) relating to the Company’s failure to comply with Section 5.05(b) hereof (a “Reporting Event of Default”) will consist exclusively of the right to receive additional interest on the Securities at a rate
per year equal to 0.25% of the 

  
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Outstanding principal amount of the Securities (“Supplementary Interest”), payable semi-annually in arrears at the same time and in the same manner as regular interest on the
Securities pursuant to Section 2.04 for each day during the 365-day period during which such Reporting Event of Default is continuing beginning on, and including, the date on which such Reporting Event of Default first occurs (and has neither
been waived nor cured). In no event shall Supplementary Interest accrue at a rate per year in excess of 0.25%, regardless of the number of Reporting Events of Default that could give rise to the requirement to pay Supplementary Interest. With regard
to any Reporting Event of Default, no Supplementary Interest shall accrue, and no right to declare the principal or other amounts due and payable in respect of the Securities shall exist, after such Reporting Event of Default has been cured. 

(b) On the 365th day after the date on which the Reporting Event of Default first occurred (if such Reporting Event of Default has not been
cured or waived prior to such 365th day), the Securities will be subject to acceleration as provided in Section 6.03 hereof. 
 (c)
Notwithstanding the foregoing, if Additional Interest is accruing and payable pursuant to Section 5.05 when the accrual of Supplementary Interest is the sole remedy for a Reporting Event of Default, then no Supplementary Interest shall be
payable in respect of any such Reporting Event of Default so long as Additional Interest is also accruing and payable pursuant to Section 5.05. 

Section 6.05 Waiver of Past Defaults. If an Event of Default or a Default, other than (a) an
uncured Event of Default described in Sections 6.02(a), (b) and (c) hereof or (b) a Default in respect of a provision that under Section 8.02 hereof cannot be amended without the consent of each affected Holder, occurs, the
Holders of a majority in aggregate principal amount of the then Outstanding Securities may waive such Event of Default or Default and all of its consequences hereunder. Whenever any Event of Default is so waived, it will cease to exist, and whenever
any Default is so waived, it will be deemed cured, and any Event of Default arising therefrom will be deemed not to have occurred. However, no such waiver will extend to any subsequent or other Default or Event of Default or impair any consequent
right. 
 Section 6.06 Control by Majority. At any time, the Holders of a majority of the
aggregate principal amount of the then Outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or for exercising any trust or power conferred on the Trustee. However, the
Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to the Trustee’s duties under Article 6 of the Base Indenture and the Trust Indenture Act, that the Trustee determines to be unduly prejudicial to
the rights of a Holder or to the Trustee, or that would potentially involve the Trustee in personal liability unless the Trustee is offered indemnity or security reasonably satisfactory to it against any loss, liability or expense to the Trustee
that may result from the Trustee’s instituting such proceeding as the Trustee. Prior to taking any action hereunder, the Trustee will be entitled to indemnification reasonably satisfactory to it against all losses and expenses caused by taking
or not taking such action. 
 Section 6.07 Limitation on Suits. Subject to Section 6.08
hereof, no Holder may pursue a remedy with respect to this Indenture or the Securities unless: 

  
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 (a) such Holder has previously delivered to the Trustee written notice that an Event of Default
has occurred and is continuing; 
 (b) the Holders of at least 25% of the aggregate principal amount of the then Outstanding Securities
deliver to the Trustee a written request that the Trustee pursue a remedy with respect to such Event of Default; 
 (c) such Holder or
Holders have offered and, if requested, provided to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or other expense of compliance with such written request; 

(d) the Trustee has not complied with such written request within 60 days after receipt of such written request and offer of indemnity; and

 (e) during such 60-day period, the Holders of a majority of the aggregate principal amount of the then Outstanding Securities did not
deliver to the Trustee a direction inconsistent with such written request. 
 A Holder may not use this Indenture to prejudice the rights of
any other Holder or to obtain a preference or priority over any other Holder, it being understood that the Trustee does not have any affirmative duty to ascertain whether any usage of this Indenture by a Holder is unduly prejudicial to such other
Holders. 
 Section 6.08 Rights of Holders to Receive Payment and to Convert. Notwithstanding
anything to the contrary elsewhere in this Indenture, the right of any Holder to receive payment of the principal of, interest on, Fundamental Change Purchase Price for, its Securities, on or after the respective due date, and to convert its
Securities and receive payment or delivery, as the case may be, of the consideration due with respect to such Securities in accordance with Article 4 hereof, or to bring suit for the enforcement of any such payment or conversion rights, will not be
impaired or affected without the consent of such Holder and will not be subject to the requirements of Section 
6.07 hereof. 
 Section 6.09 Collection of Indebtedness; Suit for Enforcement by Trustee. If an
Event of Default specified in Sections 6.02(a), 6.02(b) or 6.02(c) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of
principal (or required portion thereof) of, interest on, Fundamental Change Purchase Price, Purchase Price or Redemption Price for, and any amounts due upon the conversion of, the Securities, as the case may be, and such further amount as is
sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, as well as any other amounts that may be due under Section 10.01 of
the Base Indenture. 
 Section 6.10 Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such
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 

  
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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 in respect of which such
judgment has been recovered. 
 Section 6.11 Trustee May File Proofs of Claim. The Trustee is
authorized to file such proofs of claim and other papers or documents as may be necessary or advisable to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its creditors or its property and,
unless prohibited by law or applicable regulations, will be entitled to collect, receive and distribute any money or other property payable or deliverable on any such claims, and any custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and, in the event that the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.01 of the Base Indenture. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 10.01 of the Base Indenture out of the estate in any such proceeding, will be denied for any reason, payment of the same will be secured by a lien on, and is paid out
of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained will be deemed to authorize the Trustee to authorize or consent to, or to accept or to adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder,
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.12 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted. 
 Section 6.13 Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 3.07 of the Base Indenture, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or
in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 6.14 Delay or Omission Not a Waiver. No delay or omission of the Trustee or of any Holder
to exercise any right or remedy accruing upon any Event of Default shall impair 

  
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any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders
may be exercised from time to time and as often as may be deemed expedient by the Trustee (subject to the limitations contained in this Indenture) or by the Holders, as the case may be. 

Section 6.15 Priorities. If the Trustee collects any money pursuant to this Article 6, it will pay
out the money in the following order: 
 FIRST: to the Trustee, its agents and attorneys for amounts due under Section 10.01(a) of the
Base Indenture, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

SECOND: to the Holders, for any amounts due and unpaid on the principal of, accrued and unpaid interest on, Fundamental Change Purchase Price
for, and any cash due upon conversion of, any Security, without preference or priority of any kind, according to such amounts due and payable on all of the Securities; and 

THIRD: the balance, if any, to the Company or to such other party as a court of competent jurisdiction directs. 

The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 6.15. If the Trustee so fixes
a record date and a payment date, at least 15 days prior to such record date, the Company will deliver to each Holder and the Trustee a written notice, which notice will state such record date, such payment date and the amount of such payment. 

Section 6.16 Undertaking for Costs. All parties to this Indenture agree, and each Holder, by such
Holder’s acceptance of a Security, shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, 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, however, that the provisions of this Section 6.16 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Securities then Outstanding, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, accrued and unpaid interest, if any, on, or Fundamental Change Purchase Price for, any Security on or after the due date expressed or provided for in this Indenture or to any suit for the enforcement
of the right to convert any Security in accordance with the provisions of Article 4 hereof. 

Section 6.17 Waiver of Stay, Extension and Usury Laws. The Company covenants that, to the extent
that it may lawfully do so, it will 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 wherever enacted, now or at any time hereafter in force, that may affect
the covenants or the performance of this Indenture; and the Company, to the extent that it may lawfully do so, hereby 

  
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expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will instead suffer and permit the execution of every such power as though no such law has been enacted. 
 
Section 6.18 Notices from the Trustee. Notwithstanding anything to the contrary in the Base Indenture, including Section 10.03 thereof, whenever a Default occurs and is continuing and is known to the Trustee, the Trustee must
deliver notice of such Default to the Holders within 90 days after the date on which such Default first occurred. Except in the case of a Default in the payment of the principal (or required portion thereof) of, interest on, or Fundamental Change
Purchase Price, Purchase Price or Redemption Price for, any Security or of a Default in the payment or delivery, as the case may be, of the consideration due upon conversion of a Security, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders. 

ARTICLE 7. 

SATISFACTION AND DISCHARGE 

Section 7.01 Inapplicability of Provisions of Base Indenture; Satisfaction and Discharge of the
Indenture. The satisfaction and discharge provisions set forth in this Article 7 shall, with respect to the Securities, supersede the entirety of Article XI of the Base Indenture, and all references in the Base Indenture to Article XI thereof
and the provisions relating to satisfaction and discharge therein, as the case may be, shall, with respect to the Securities, be deemed to be references to this Article 7 and the satisfaction and discharge provisions set forth in this Article 7,
respectively. 
 When (a) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other
than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore
canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, on any Purchase Date, on any Redemption Date, upon conversion or otherwise) and the
Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash, number of shares of Common Stock or the combination of cash and shares of Common Stock, as the case may be (solely to settle amounts due
with respect to outstanding conversions), sufficient to pay all amounts due on all of such Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities
shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the
Maturity Date or upon an earlier Fundamental Change Purchase Date, Purchase Date or Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional
reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all 

  
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other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the
Securities and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder), and the
Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel 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 Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities. 
 
Section 7.02 Deposited Monies to Be Held in Trust by Trustee. Subject to Section 7.04 hereof, all monies and shares of Common Stock, as the case may be, deposited with the Trustee pursuant to Section 7.01 hereof shall be held in
trust for the sole benefit of the Holders of the Securities, and such monies and shares of Common Stock shall be applied by the Trustee to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying
Agent), to the Holders of the particular Securities for the payment, settlement or redemption of which such monies or shares of Common Stock, or both, as the case may be, have been deposited with the Trustee, of all sums or amounts due and to become
due thereon for principal and interest, if any. 
 Section 7.03 Paying Agent to Repay Monies
Held. Upon the satisfaction and discharge of this Indenture, all monies and shares of Common Stock, as the case may be, then held by any Paying Agent (if other than the Trustee) shall, upon written request of the Company, be repaid to it or paid
to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such monies and shares of Common Stock, or both, as the case may be. 

Section 7.04 Return of Unclaimed Monies. Subject to the requirements of applicable law, any monies
and shares of Common Stock deposited with or paid to the Trustee for payment of the principal of or interest, if any, on the Securities and not applied but remaining unclaimed by the Holders of the Securities for two years after the date upon which
the principal of or interest, if any, on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on demand, and all liability of the Trustee shall thereupon cease with respect to such
monies and shares of Common Stock; and the Holder shall thereafter look only to the Company for any payment or delivery that such Holder may be entitled to collect unless an applicable abandoned property law designates another person. 

Section 7.05 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money or
shares of Common Stock, or both, as the case may be, in accordance with Section 7.02 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 the Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 7.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money and shares of
Common Stock in accordance with Section 7.02; provided, however, that if the Company makes any payment of interest on, principal of or payment or delivery in respect of 

  
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any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or shares of
Common Stock, if any, held by the Trustee or Paying Agent. 
 ARTICLE 8. 

SUPPLEMENTAL INDENTURES 
 
Section 8.01 Supplemental Indentures Without Consent of Holders. Section 12.01 of the Base Indenture shall not apply with respect to the Securities, and this Section 8.01 shall replace Section 12.01 of the Base
Indenture in its entirety. 
 Without the consent of any Holder, the Company (when authorized by a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(a) cure any ambiguity, omission, defect or inconsistency in this Indenture or the Securities, including to eliminate any conflict with the
Trust Indenture Act; 
 (b) to evidence the succession by a Successor Company and to provide for the assumption by a Successor Company of
the Company’s obligations under the Indenture; 
 (c) to add guarantees with respect to the Securities; 

(d) to secure the Securities; 

(e) to add to the Company’s covenants such further covenants, restrictions or conditions for the benefit of the Holders (or any other
holders) or surrender any right or power conferred upon the Company by the Indenture; 
 (f) to make any other change that does not
adversely affect the rights of any Holder (other than a Holder that consents to such change); 
 (g) to provide for a successor Trustee;

 (h) to comply with the Applicable Procedures of the Depositary; or 

(i) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act. 

Section 8.02 Supplemental Indentures With Consent of Holders. Section 12.02 of the Base
Indenture shall not apply with respect to the Securities, and this Section 8.02 shall replace Section 12.02 of the Base Indenture in its entirety. 

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities affected by such supplemental
indenture, including without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, Securities and by act of said Holders delivered to the Company and the Trustee, the Company, when


  
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authorized by a Board Resolution, and the Trustee may 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 of modifying in any manner the rights of the Holders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby: 
 (a) reduce the percentage in aggregate principal amount of Securities Outstanding necessary to
waive any past Default or Event of Default; 
 (b) reduce the rate of interest on any Security or change the time for payment of interest on
any Security; 
 (c) reduce the principal of any Security or change the Maturity Date; 

(d) change the place or currency of payment on any Security; 

(e) make any change that impairs or adversely affects the conversion rights of any Securities; 

(f) reduce the Fundamental Change Purchase Price, Purchase Price or Redemption Price of any Security or amend or modify in any manner adverse
to the rights of the Holders of the Securities the Company’s obligation to pay the Fundamental Change Purchase Price, the Purchase Price or the Redemption Price, whether through an amendment or waiver of provisions in the covenants, definitions
related thereto or otherwise; 
 (g) impair the right of any Holder of Securities to receive payment of principal (or required portion
thereof) of, and interest, if any, on, its Securities, or the right to receive payment or delivery, as the case may be, of the consideration due upon conversion of its Securities on or after the due dates therefor or to institute suit for the
enforcement of any such payment or delivery, as the case may be, with respect to such Holder’s Securities; or 
 (h) make any change to
the provisions of this Article 8 or in the waiver provisions of the Indenture that requires each Holder’s consent to modify, amend or waive. 

It shall not be necessary for any Act or consent of Holders under this Section 8.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously
given shall automatically and without further action by any Holder be cancelled and of no further effect. 

  
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 Section 8.03 Notice of Amendment or Supplement. After
an amendment or supplement under this Article 8 becomes effective, the Company shall mail to the Holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the
notice, shall not impair or affect the validity of the amendment or supplement. 
 ARTICLE 9. 

SUCCESSOR COMPANY 
 
Section 9.01 Consolidation, Merger and Sale of Assets. The successor company provisions set forth in this Article 9 shall, with respect to the Securities, supersede the entirety of Section 6.04 of the Base Indenture, and all
references in the Base Indenture to Section 6.04 thereof and the successor company provisions therein, as the case may be, shall, with respect to the Securities, be deemed to be references to this Article 9 and the successor company provisions
set forth in this Article 9, respectively. 
 Section 9.02 Company May Consolidate, Etc. on Certain
Terms. Subject to the provisions of Section 9.04, the Company shall not amalgamate or consolidate with, merge with or into or convey, transfer or lease its properties and assets substantially as an entirety to another Person, unless: 

(a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall expressly assume, by
supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture as applicable to the Securities; and 

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this
Indenture; and 
 Upon any such amalgamation, consolidation, merger, conveyance, transfer or lease, the Successor Company (if not the
Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture. 
 At the election of the Company, a
conveyance, transfer or lease of properties and assets substantially as an entirety to one or more Subsidiaries of the Company may be deemed not to be a conveyance, transfer or lease to a Person other than the Company, and in the event of such
election, such conveyance, transfer or lease shall not be subject to this Section 9.02 and the Securities shall remain convertible into or based on Common Stock, subject to the provisions of Section 4.07. Notice of any such election shall
be sent to the Trustee and Conversion Agent promptly following the consummation of any such conveyance, transfer or lease of properties and assets to one or more Subsidiaries, specifying that such transaction does not constitute a conveyance,
transfer or lease to a Person other than the Company in accordance with this Section 9.02. 

Section 9.03 Successor Corporation to Be Substituted. In case of any such amalgamation,
consolidation, merger, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and 

  
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satisfactory in form to the Trustee, of the due and punctual payment of the principal (or required portion thereof) of and premium (including any Fundamental Change Purchase Price), if any,
accrued and unpaid interest, accrued and unpaid Supplementary Interest, if any, and accrued and unpaid Additional Interest, if any, on all of the Securities, the due and punctual delivery or payment, as the case may be, of any consideration due upon
conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company under this Indenture, such Successor Company shall succeed to and be substituted for, and may
exercise every right and power of, the Company under this Indenture, with the same effect as if it had been named herein as the party of the first part; provided, however, that in the case of a conveyance, transfer or lease to one or
more of the Subsidiaries of the Company of all or substantially all of the properties and assets of the Company, the Securities will remain convertible into cash or a combination of cash and shares of Common Stock, if any, as the case may be, in
accordance with Section 4.03 hereof, but subject to adjustment (if any) in accordance with Section 4.07 hereof. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any
or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee
for authentication, and any Securities that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In the event of any such amalgamation, consolidation,
merger, conveyance or transfer (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9
may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Securities and from its obligations under this Indenture. 

In case of any such amalgamation, consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 Section 9.04
Opinion of Counsel to Be Given to Trustee. In the case of any such amalgamation, merger, consolidation, conveyance, transfer or lease the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel stating that any such
amalgamation, consolidation, merger, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction such supplemental indenture, complies with the provisions of this Article 9.


  
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 ARTICLE 10. 

TAX ADDITIONAL AMOUNTS 
 
Section 10.01 Payment of Tax Additional Amounts. The Company shall pay any amounts due with respect to the Securities without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges
(each, a “Withholding Tax”) imposed by or for the account of any Non-U.S. Jurisdiction in which the Company is resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing
Jurisdiction”) as a result of any consolidation, merger, amalgamation, or other transaction permitted by Section 9.01 hereof and conducted in accordance with Article 9 hereof, unless such withholding or deduction is required by law. If
such deduction or withholding is at any time required, the Company will (subject to compliance by such Holder with any relevant administrative requirements) pay each Holder additional amounts (“Tax Additional Amounts”) as will
result in such Holder’s receipt of such amounts as it would have received had no such withholding or deduction been required. If the Taxing Jurisdiction requires the Company to deduct or withhold any Withholding Tax, the Company will (subject
to compliance by a Holder with any relevant administrative requirements) pay such Tax Additional Amounts in respect of any principal amount, Fundamental Change Purchase Price, Purchase Price, Redemption Price, or interest payable at the Maturity
Date, on any Interest Payment Date, upon conversion, on a Fundamental Change Purchase Date, on a Purchase Date, on a Redemption Date or otherwise, as applicable, as may be necessary so that the net amounts paid to the Holder or the Trustee after
such deduction or withholding will equal the principal amount, Fundamental Change Purchase Price, Purchase Price, Redemption Price or interest on the Securities. 

Section 10.02 Exceptions to Payment of Tax Additional Amounts. Notwithstanding the foregoing, the
Company shall not be obligated to pay Tax Additional Amounts pursuant to Section 10.01 hereof in the following instances: 
 (a) any
Withholding Tax which would not be payable or due but for the fact that (1) the Holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, such Holder, if such Holder is an estate, trust, partnership or
corporation) is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing
Jurisdiction other than the holding or ownership of the Securities or the collection of principal amount, Fundamental Change Purchase Price, and Interest (if any), in accordance with the terms of the Securities and the Indenture or the enforcement
of the Securities or (2) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; 

(b) any Withholding Tax attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost
or charge; 
 (c) any Withholding Tax attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from
payment of principal amount, Fundamental Change Purchase Price, and interest (if any); 

  
 76 








 (d) any Withholding Tax which would not have been imposed but for the failure to comply with
certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the Holder or beneficial owner of the Securities, if this compliance is
required by statute or by regulation as a precondition to relief or exemption from such Withholding Tax; 
 (e) to the extent a Holder is
entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; 
 (f) any tax,
assessment or other governmental charge imposed or collected pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any intergovernmental agreements entered into in connection with the
implementation of such sections of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or 

(g) any combination of the instances described in (a) through (f). 

Section 10.03 Entitlement to Refund or Credit. With respect to Section 10.2(e), in the absence of
evidence reasonably satisfactory to the Company, the Company may conclusively presume that a Holder of a Security is entitled to a refund or credit of all amounts required to be withheld if the relevant local laws provide a Holder with the ability
to file or otherwise claim such refund or credit. The Company shall not be required to pay any Tax Additional Amounts to any Holder of a Security who is a fiduciary or partnership or other than the sole beneficial owner of the Security to the extent
that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Tax Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the Holder of the Security. 
 Section 10.04 References to be Consistent.
Whenever with respect to the Securities there is mentioned in the Indenture or in any Global Security or Physical Security, in any context, payment of principal (and premium, if any), the Fundamental Change Purchase Price, the Purchase Price, the
Redemption Price interest or any other amount payable under or with respect to any Security at the Maturity Date, any Interest Payment Date, in connection with any conversion, on a Fundamental Change Purchase Date, on a Purchase Date, on a
Redemption Date or otherwise, such mention shall be deemed to include mention of the payment of Tax Additional Amounts described in this Article 10 to the extent that, in such context, Tax Additional Amounts were or would be payable by the Company
in respect thereof. 
 ARTICLE 11. 

TAX TREATMENT 
 
Section 11.01 Tax Treatment. The Company agrees, and by purchasing a beneficial ownership interest in the Securities each Holder, and any individual or entity that acquires a direct or indirect beneficial interest in the Securities, will
be deemed to have agreed: 

  
 77 








 (a) for U.S. federal income tax purposes, to treat the Securities as indebtedness of the Company
that is subject to U.S. Treasury Regulations Section 1.1275-4 (the “Contingent Payment Regulations”); 
 (b) for
purposes of the Contingent Payment Regulations, to treat the fair market value of any shares of Common Stock and cash beneficially received by a beneficial holder upon any conversion or repurchase of the Securities as a contingent payment; 

(c) to be bound by the Company’s determination that the Securities are contingent payment debt instruments subject to the
“noncontingent bond method” within the meaning of the Contingent Payment Regulations; 
 (d) to accrue original issue discount at
the comparable yield as determined by the Company; and 
 (e) to be bound by the Company’s projected payment schedule with respect to
the Securities. 
 Section 11.02 Comparable Yield and Projected Payment Schedule. Solely for
purposes of applying the Contingent Payment Regulations to the Securities: 
 (a) for U.S. federal income tax purposes, the Company shall
accrue interest with respect to outstanding Securities as original issue discount according to the “noncontingent bond method,” as set forth in U.S. Treasury Regulation Section 1.1275-4(b), using a comparable yield of 6.75% compounded
semi-annually, and the projected payment schedule as determined by the Company; and 
 (b) the Company acknowledges and agrees, and each
Holder and any beneficial owner of a Security, by its purchase of a Security, shall be deemed to acknowledge and agree, that (A) the comparable yield and the projected payment schedule are not determined for any purpose other than for the
purpose of applying U.S. Treasury Regulation Section 1.1275-4(b)(4) to the Securities; and (B) the comparable yield and the projected payment schedule do not constitute a projection or representation regarding the future stock price or the
actual amounts payable on the Securities. 
 Holders that wish to obtain the amount of original issue discount, issue price, issue date,
comparable yield and projected payment schedule may do so by submitting a written request to the Company (to the attention of the Chief Financial Officer) at the following address: AmTrust Financial Services, Inc., 800 Superior Ave., 21st Floor, Cleveland, Ohio 44114. 

  
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 ARTICLE 12. 

MISCELLANEOUS 
 
Section 12.01 Effect on Successors and Assigns. Notwithstanding Section 14.10 of the Base Indenture, all agreements of the Company, the Trustee, the Registrar, the Paying Agent and the Conversion Agent in this Indenture and the
Securities will bind their respective successors. 
 Section 12.02 Governing Law; Waiver of Jury
Trial. This Supplemental Indenture and the Securities shall be deemed to be contracts made under the law of the State of New York and for all purposes shall be governed by and construed in accordance with the law of said State. Each party hereto
and each Holder of Securities by acceptance thereof, hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in
connection with this Indenture. 
 Section 12.03 No Security Interest Created. Nothing in this
Indenture or in the Securities, 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 12.04 Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 

Section 12.05 Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture or in the
Securities, expressed or implied, will give to any Person, other than the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Registrar or their successors hereunder or the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under this Supplemental Indenture. 
 Section 12.06
Calculations. Except as otherwise provided in this Indenture, the Company shall be responsible for making all calculations called for under the Securities. None of the Trustee, Conversion Agent, Note Registrar, Bid Solicitation Agent or
Paying Agent (in each case if different from the Company) shall have any responsibility for making such calculations, for determining amounts to be paid or for monitoring the market price of the Common Stock or be charged with any knowledge of or
have any duties to monitor any measurement period. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Stock, accrued interest payable on the Securities, the Daily VWAP, the Daily
Conversion Value, the Daily Settlement Amount 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 Securities. The
Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without
independent verification. The Trustee will forward the 

  
 79 








 
Company’s calculations to any Holder upon the request of that Holder at the sole cost and expense of the Company. 

Whenever the Company is required to calculate the Conversion Rate, the Company will do so to the 1/10,000th of a share of Common Stock,
rounding any additional decimal places up or down in a commercially reasonable manner. 
 Section 12.07
Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 

Section 12.08 Notices. The Company or the Trustee, by notice given to the other in the manner
provided in Section 14.03 of the Base Indenture, may designate additional or different addresses for subsequent notices or communications. 

Notwithstanding anything to the contrary in Sections 14.03 and 14.04 of the Base Indenture, whenever the Company is required to deliver notice
to the Holders, the Company will, by the date it is required to deliver such notice to the Holders, deliver a copy of such notice to the Trustee, the Paying Agent, the Registrar and the Conversion Agent. Each notice to the Trustee, the Paying Agent,
the Registrar and the Conversion Agent shall be sufficiently given if in writing and mailed, first-class postage prepaid to the address most recently sent by the Trustee, the Paying Agent, the Registrar or the Conversion Agent, as the case may be,
to the Company. 
 Section 12.09 Ratification of Base Indenture. The Base Indenture, as
supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein provided. For the avoidance of doubt, each of
the Company and each Holder of Securities, by its acceptance of such Securities, acknowledges and agrees that all of the rights, privileges, protections, immunities and benefits afforded to the Trustee under the Base Indenture are deemed to be
incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities hereunder as if set forth herein in full. 

Section 12.10 The Trustee. The recitals in this Supplemental Indenture are made by the Company
only and not by the Trustee, and all of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Securities and of this Supplemental
Indenture as fully and with like effect as set forth in full herein. 
 Section 12.11 No Recourse
Against Others. No director, officer, employee, incorporator or stockholder of the Company shall have any liability for any obligations of the Company under the Securities, the Indenture or any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder, by accepting a Security, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities. 

Section 12.12 FATCA. 

  
 80 








 (a) In order to comply with applicable tax laws, rules and regulations (inclusive of directives,
guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Company agrees (i) to provide to the Trustee and the Paying Agent sufficient information about the
applicable parties and/or transactions (including any modification to the terms of such transactions) so the Trustee and the Paying Agent can determine whether it has tax-related obligations under Applicable Law, (ii) that the Trustee and the
Paying Agent shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which neither the Trustee nor the Paying Agent shall have any liability, and (c) to
hold harmless the Trustee and the Paying Agent for any losses it may suffer due to the actions it takes to comply with such Applicable Law. The terms of this section shall survive the termination of the Indenture. 

(b) Each of the Trustee and the Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any
payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax. 
 [Remainder of the page intentionally left
blank] 

  
 81 








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

			
	 AMTRUST FINANCIAL SERVICES, INC.

		
	 By:
	 	  

		 	Name:
		 	Title:


  

			
		 	Attest:
		
		 	  

		 	Name:
		 	Title:

 AmTrust Financial Services, Inc. — Fourth Supplemental Indenture Signature Page 







 
			
	 THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee

		
	 By:
	 	  

		 	Name:
		 	Title:


 AmTrust Financial Services, Inc. — Fourth Supplemental Indenture Signature Page 







 SCHEDULE A 

The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased pursuant to Section 4.06
based on the Stock Price and Effective Date set forth below. 
  

																																																	
	 	 	Stock Price	 
	Effective Date	 	$57.77	 	 	$60.00	 	 	$64.00	 	 	$67.50	 	 	$75.00	 	 	$82.50	 	 	$90.00	 	 	$97.50	 	 	$110.00	 	 	$130.00	 	 	$150.00	 	 	$175.00	 
	 December 15, 2014
	 	 	2.2457	  	 	 	2.8054	  	 	 	2.7150	  	 	 	2.7315	  	 	 	2.3369	  	 	 	1.9087	  	 	 	1.4287	  	 	 	1.1112	  	 	 	0.8354	  	 	 	0.5444	  	 	 	0.3700	  	 	 	0.2560	  
	 December 15, 2015
	 	 	2.4107	  	 	 	2.6822	  	 	 	2.3701	  	 	 	2.1925	  	 	 	1.7531	  	 	 	1.4319	  	 	 	1.0718	  	 	 	0.8336	  	 	 	0.6267	  	 	 	0.4084	  	 	 	0.2776	  	 	 	0.1921	  
	 December 15, 2016
	 	 	2.5775	  	 	 	2.5587	  	 	 	2.0242	  	 	 	1.6520	  	 	 	1.1677	  	 	 	0.9537	  	 	 	0.7139	  	 	 	0.5552	  	 	 	0.4174	  	 	 	0.2720	  	 	 	0.1849	  	 	 	0.1279	  
	 December 15, 2017
	 	 	2.7460	  	 	 	2.4355	  	 	 	1.6794	  	 	 	1.1130	  	 	 	0.5838	  	 	 	0.4769	  	 	 	0.3569	  	 	 	0.2776	  	 	 	0.2087	  	 	 	0.1360	  	 	 	0.0924	  	 	 	0.0640	  
	 December 15, 2018
	 	 	2.9163	  	 	 	2.3123	  	 	 	1.3345	  	 	 	0.5739	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  	 	 	0.0000	  








 EXHIBIT A 

[FORM OF FACE OF SECURITY] 
 [For Global
Securities, include the following legend: 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] 
 THIS SECURITY IS A CONTINGENT PAYMENT
DEBT INSTRUMENT AND WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. AMTRUST FINANCIAL SERVICES, INC. WILL PROMPTLY PROVIDE TO THE HOLDER OF THIS SECURITY, UPON WRITTEN REQUEST, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
ISSUE PRICE, ISSUE DATE, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE WITH RESPECT TO THIS SECURITY. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE FOLLOWING ADDRESS: AMTRUST FINANCIAL SERVICES, INC., 800 SUPERIOR AVE., 21ST FLOOR, CLEVELAND,
OHIO 44114 ATTENTION: CHIEF FINANCIAL OFFICER. 

No.:        [            ] 

CUSIP: 
 ISIN: 

Principal Amount $[            ] 

[as revised by the Schedule of Increases 

and Decreases in the Global Security attached hereto]1 

AmTrust Financial Services, Inc. 

2.75% Convertible Senior Notes due 2044 

AmTrust Financial Services, Inc., a Delaware corporation, promises to pay to
[            ] [include “Cede & Co.” for Global Security] or registered assigns, the principal amount of 

 

	1 	 Include for Global Securities only. 



  
 A-1 








 
$[            ] on December 15, 2044 (the “Maturity Date”) and to pay interest hereon as set forth in the
Indenture in the manner, at the rates and to the Persons set forth therein. 
 Interest Payment
Dates:        June 15 and December 15. 
 Regular Record
Dates:        June 1 and December 1. 
 Additional provisions of this Security are set
forth on the other side of this Security. 
 IN WITNESS WHEREOF, AMTRUST FINANCIAL SERVICES, INC. has caused this instrument to be signed
manually or by facsimile by two of its duly authorized officers. 
   Dated: 

 

			
	AMTRUST FINANCIAL SERVICES, INC.
		
	By:	 	              

		 	Name:
		 	Title:


   Attest: 

			
		
		 	 

 [Trustee’s Certificate of Authentication Follows] 

  
 A-2 








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

The Bank of New York Mellon Trust Company, N.A., as Trustee, certifies that this is one of the Securities referred to in the
within-mentioned Indenture. 
 Dated: 
 THE BANK OF NEW YORK

 MELLON TRUST COMPANY, N.A., 
 as Trustee 

 

			
	By:	 	          

		 	Name:
		 	Title:


  
 A-3 








 [FORM OF REVERSE OF NOTE] 

AMTRUST FINANCIAL SERVICES, INC. 

2.75% Convertible Senior Notes due 2044 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued
under an Indenture dated as of December 21, 2011 (herein called the “Base Indenture”), and as further supplemented by the Fourth Supplemental Indenture, dated as of December 15, 2014 (herein called the
“Supplemental Indenture” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”) by and between the Company and The Bank of New York Mellon Trust Company, N.A., herein called the
“Trustee”, 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 and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Security is not subject to redemption at the option of the Company prior to the Maturity Date. 

As provided in and subject to the provisions of the Indenture, upon the occurrence of a Fundamental Change, the Holder of this Security will
have the right, at such Holder’s option, to require the Company to purchase this Security, or any portion of this Security such that the principal amount of this Security that is not purchased equals $1,000 or an integral multiple of $1,000 in
excess thereof, on the Fundamental Change Purchase Date at a price equal to the Fundamental Change Purchase Price for such Fundamental Change Purchase Date. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security will have the right, at such Holder’s option,
to require the Company to purchase this Security, or any portion of this Security such that the principal amount of this Security that is not purchased equals $1,000 or an integral multiple of $1,000 in excess thereof, on the Purchase Date at a
price equal to the Purchase Price. 
 This Security will be redeemable, at the option of the Company, in whole at any time or in part from
time to time, (a) on or before December 15, 2018, at a Redemption Price payable in cash equal to the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, such Redemption Date if
the Daily VWAP is greater than or equal to 130% of the then current Conversion Price for each of at least 20 Trading Days in the 30 consecutive Trading Days ending on, and including, the Trading Day prior to the mailing of the notice of redemption
and (b) at any time after December 15, 2018 at a Redemption Price payable in cash equal to the Accreted Amount to be redeemed, plus accrued and unpaid interest to but excluding the Redemption Date (unless the Redemption Date is between a
Regular Record Date and the Interest Payment Date to which it relates, in which case the Company will pay accrued and unpaid interest to the Holder of record on such Regular Record Date). 

  
 A-4 








 As provided in and subject to the provisions of the Indenture, the Holder hereof has the right,
at its option (i) during certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the Close of Business on the Business Day immediately preceding September 15, 2044, and (ii) on or after
September 15, 2044, at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Stated Maturity, to convert this Security or a portion of this Security such that the principal amount of this Security
that is not converted equals $1,000 or an integral multiple of $1,000 in excess thereof into an amount of cash, a number of shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, determined in accordance with
Article 4 of the Supplemental Indenture. 
 As provided in and subject to the provisions of the Indenture, the Company will make all
payments in respect of the Fundamental Change Purchase Price, Purchase Price and Redemption Price for, and the principal amount of, this Security to the Holder that surrenders this Security to the Paying Agent to collect such payments in respect of
this Security. 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. Any references in this Security to principal (and premium, if any), the Fundamental
Change Purchase Price, Purchase Price, Redemption Price interest or any other amount payable under or with respect to the Security at the Maturity Date, any Interest Payment Date, in connection with any conversion, on a Fundamental Change Purchase
Date, on a Purchase Date, on a Redemption Date or otherwise, shall be deemed to include payment of Tax Additional Amounts, as applicable. 

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 Securities to be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding.
The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, 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 Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security 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 Security. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Security, the Holders of not less than 25% in principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer 

  
 A-5 








 
of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or
after the respective due dates expressed herein. 
 No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (or required portion thereof) of (including the Fundamental Change Purchase Price, Purchase
Price and Redemption Price), interest on and all amounts of consideration due upon conversion of, this Security 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 Security is registrable in the
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities 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 Securities are issuable only in
registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate
principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or Trustee may
treat the Person in whose name the Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

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 tax or other governmental charge payable in connection therewith. 
 All defined terms used in this Security that are defined in
the Indenture shall have the meanings assigned to them in the Indenture. If any provision of this Security limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. 

  
 A-6 








 ABBREVIATIONS 

The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out in
full 
  

							
	TEN COM - as tenants in common	  	UNIF GIFT MIN ACT        	  	Custodian	  	
		  	(Cust)	  		  	
				
	TEN ENT - as tenants by the entireties	  	                                     
       
(Minor)	  		  	
				
	 JT TEN - as joint tenants with right of

Survivorship and not as tenants in common
	  	Uniform Gifts to Minors Act	  	                    	  	(State)    

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

  
 A-7 








 ANNEX A 

[Include for Global Security] 

SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY 

Initial principal amount of Global Security: 
  

									
	 Date
	  	Amount of
Increase
in principal
amount of Global
Security	  	Amount of
Decrease in
principal amount
of Global Security	  	Principal amount
of Global Security
after Increase or
Decrease	  	Notation by
Registrar or
Security
Custodian


  
 A-8 








 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 
  

	To:	AmTrust Financial Services, Inc. 

 The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or a portion hereof (which is such that the principal amount of the portion of this Security that will not be converted equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into an
amount of cash, number of shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, in accordance with the terms of the Indenture referred to in this Security, and directs that any cash payable and any shares of
Common Stock issuable and deliverable upon conversion, together with any Securities representing any unconverted principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered Holder hereof unless a different
name is 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 Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest
Payment Date on the principal amount of this Security 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 to such
issuance and transfer as set forth in the Indenture. 
 Principal amount to be converted (in an integral multiple of $1,000, if less than all): 

 

					
	 	 	  
  
	 	 
		 	Signature(s)
		
		 	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
Trustee.
			
	 	 	  
  
	 	 
		 	Signature Guarantee



  
 A-9 








 Fill in for registration of any shares of Common Stock and Securities 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                                


  
 A-10 








 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE] 
  

	To:	AmTrust Financial Services, Inc. 

 The undersigned registered owner of this Security hereby acknowledges
receipt of a notice from AmTrust Financial Services, 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 pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Security (i) the entire principal amount of this Security, or the portion thereof (that is such that the portion
not to be purchased has a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof) below designated, and (ii) if such Fundamental Change Purchase Date does not occur during the period after a Regular Record Date and
on or prior to the Interest Payment Date corresponding to such Regular Record Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date. 

In the case of certificated Securities, the certificate numbers of the Securities to be purchased are as set forth below: 

Dated:                        

  

			
		 	Signature(s)
		
		 	          

		 	Social Security or Other Taxpayer Identification Number
		
		 	principal amount to be repaid (if less than all):
		 	$        ,000
		
		 	NOTICE: The signature on the Fundamental Change Purchase Notice must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever.



  
 A-11 








 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 Security, and hereby irrevocably constitutes and appoints to transfer the said Security on the books of the Company, with full power of substitution in the
premises. 
 In connection with any transfer of the within Security occurring prior to the Resale Restriction Termination Date, as defined
in the Indenture governing such Security, the undersigned confirms that such Security is being transferred: 
  

	 	 ̈	To AmTrust Financial Services, Inc. or a subsidiary thereof; or 

  

	 	 ̈	Pursuant to a registration statement that has 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, 


and unless the Securities has been transferred to AmTrust Financial Services, Inc. or a subsidiary thereof, the undersigned confirms that such Securities are
not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended. 
  

			
		 	          

		 	Signature(s)
		
		 	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



  
 A-12 








 Unless one of the boxes is checked, the Trustee shall refuse to register any of the Securities evidenced by
this certificate in the name of any person other than the registered holder thereof. 

  
 A-13 








 ATTACHMENT 4 

[FORM OF PURCHASE NOTICE] 
  

	To:	AmTrust Financial Services, Inc. 

 The undersigned registered owner of this Security hereby acknowledges
receipt of a notice from AmTrust Financial Services, Inc. (the “Company”) as to the purchase right associated with the Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with
the applicable provisions of the Indenture referred to in this Security (i) the entire principal amount of this Security, or the portion thereof (that is such that the portion not to be purchased has a principal amount equal to $1,000 or an
integral multiple of $1,000 in excess thereof) below designated, and (ii) if the Purchase Date does not occur during the period after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record Date,
accrued and unpaid interest, if any, thereon to, but excluding, the Purchase Date. 
 In the case of certificated Securities, the certificate numbers of the
Securities to be purchased are as set forth below: 
  

			
	 Dated:
	 	                                    


  

			
		 	Signature(s)
		
		 	  

		 	Social Security or Other Taxpayer Identification Number
		
		 	principal amount to be repaid (if less than all):
		 	$        ,000
		
		 	NOTICE: The signature on the Purchase Notice must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever.



  
 A-14 








 EXHIBIT B 

[FORM OF RESTRICTED SECURITY LEGEND] 

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT WITHIN THE LATER OF (X) ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER
THE LAST DATE OF ORIGINAL ISSUANCE OF SECURITIES (INCLUDING THROUGH THE EXERCISE OF THE OPTION TO PURCHASE ADDITIONAL SECURITIES) AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
AMTRUST FINANCIAL SERVICES, INC. (THE “COMPANY”), OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE COMPANY OR ANY AFFILIATE
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 (IF AVAILABLE), OR
(D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSES
2(A), 2(B) AND 2(D) ABOVE), IT WILL FURNISH TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE) PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(D) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY UNDER RULE 144 SUCH THAT THE SECURITY IS NO LONGER
CONSIDERED A “RESTRICTED SECURITY” WITHIN THE MEANING OF RULE 144 (OR ANY SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING
RESTRICTION. 

  
 B-1 








 EXHIBIT C 

[FORM OF RESTRICTED COMMON STOCK LEGEND] 

THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT (1) IT WILL NOT WITHIN THE LATER OF (X) ONE YEAR (OR, SUCH SHORTER PERIOD
OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE SECURITIES (INCLUDING THROUGH THE EXERCISE OF THE OPTION TO PURCHASE ADDITIONAL SECURITIES) UPON THE
CONVERSION OF WHICH THIS SECURITY WAS ISSUED AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED
HEREBY, EXCEPT (A) TO THE COMPANY OR TO ANY AFFILIATE THEREOF, (B) UNDER ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 (IF AVAILABLE), OR (C) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSES 1(A) OR 1(C) ABOVE), IT WILL FURNISH TO THE
TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(C) ABOVE) PRIOR TO EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THE COMMON STOCK EVIDENCED HEREBY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE
TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE 1(C) ABOVE OR UPON ANY TRANSFER OF THE SHARES OF COMMON STOCK EVIDENCED HEREBY UNDER RULE 144 SUCH THAT THE COMMON STOCK EVIDENCED HEREBY ARE NO LONGER CONSIDERED “RESTRICTED
SECURITIES” WITHIN THE MEANING OF RULE 144 (OR ANY SUCCESSOR PROVISION). 







 EXHIBIT D 

The following table sets forth the Accreted Amount per $1,000 principal amount of Securities, expressed as a percentage of the principal amount of the
Securities, as of the specified dates during the period from the Closing Date through the Maturity Date. The Accreted Amount at any given time shall be determined by the Company. The Trustee, Registrar and Paying Agent shall have no duty
to ascertain or verify the Accreted Amount. 
  

											
	 	  	 	  	Accreted Price	 
	 Period
	  	Date	  	As % of Par	 	 	Dollars	 
	 0.0
	  	December 15, 2014	  	 	90.00	% 	 	$	900	  
	 0.5
	  	June 15, 2015	  	 	90.48	% 	 	$	905	  
	 1.0
	  	December 15, 2015	  	 	90.95	% 	 	$	910	  
	 1.5
	  	June 15, 2016	  	 	91.43	% 	 	$	914	  
	 2.0
	  	December 15, 2016	  	 	91.92	% 	 	$	919	  
	 2.5
	  	June 15, 2017	  	 	92.40	% 	 	$	924	  
	 3.0
	  	December 15, 2017	  	 	92.89	% 	 	$	929	  
	 3.5
	  	June 15, 2018	  	 	93.38	% 	 	$	934	  
	 4.0
	  	December 15, 2018	  	 	93.87	% 	 	$	939	  
	 4.5
	  	June 15, 2019	  	 	94.37	% 	 	$	944	  
	 5.0
	  	December 15, 2019	  	 	94.87	% 	 	$	949	  
	 5.5
	  	June 15, 2020	  	 	95.37	% 	 	$	954	  
	 6.0
	  	December 15, 2020	  	 	95.87	% 	 	$	959	  
	 6.5
	  	June 15, 2021	  	 	96.38	% 	 	$	964	  
	 7.0
	  	December 15, 2021	  	 	96.89	% 	 	$	969	  
	 7.5
	  	June 15, 2022	  	 	97.40	% 	 	$	974	  
	 8.0
	  	December 15, 2022	  	 	97.91	% 	 	$	979	  
	 8.5
	  	June 15, 2023	  	 	98.43	% 	 	$	984	  
	 9.0
	  	December 15, 2023	  	 	98.95	% 	 	$	990	  
	 9.5
	  	June 15, 2024	  	 	99.47	% 	 	$	995	  
	 10.0
	  	December 15, 2024	  	 	100.00	% 	 	$	1,000	  
	 10.5
	  	June 15, 2025	  	 	100.00	% 	 	$	1,000	  
	 11.0
	  	December 15, 2025	  	 	100.00	% 	 	$	1,000	  
	 11.5
	  	June 15, 2026	  	 	100.00	% 	 	$	1,000	  
	 12.0
	  	December 15, 2026	  	 	100.00	% 	 	$	1,000	  
	 12.5
	  	June 15, 2027	  	 	100.00	% 	 	$	1,000	  
	 13.0
	  	December 15, 2027	  	 	100.00	% 	 	$	1,000	  
	 13.5
	  	June 15, 2028	  	 	100.00	% 	 	$	1,000	  
	 14.0
	  	December 15, 2028	  	 	100.00	% 	 	$	1,000	  
	 14.5
	  	June 15, 2029	  	 	100.00	% 	 	$	1,000	  
	 15.0
	  	December 15, 2029	  	 	100.00	% 	 	$	1,000	  
	 15.5
	  	June 15, 2030	  	 	100.00	% 	 	$	1,000	  
	 16.0
	  	December 15, 2030	  	 	100.00	% 	 	$	1,000	  
	 16.5
	  	June 15, 2031	  	 	100.00	% 	 	$	1,000	  
	 17.0
	  	December 15, 2031	  	 	100.00	% 	 	$	1,000	  
	 17.5
	  	June 15, 2032	  	 	100.00	% 	 	$	1,000	  
	 18.0
	  	December 15, 2032	  	 	100.00	% 	 	$	1,000	  
	 18.5
	  	June 15, 2033	  	 	100.00	% 	 	$	1,000	  
	 19.0
	  	December 15, 2033	  	 	100.00	% 	 	$	1,000	  
	 19.5
	  	June 15, 2034	  	 	100.00	% 	 	$	1,000	  
	 20.0
	  	December 15, 2034	  	 	100.00	% 	 	$	1,000	  
	 20.5
	  	June 15, 2035	  	 	100.00	% 	 	$	1,000	  
	 21.0
	  	December 15, 2035	  	 	100.00	% 	 	$	1,000	  
	 21.5
	  	June 15, 2036	  	 	100.00	% 	 	$	1,000	  
	 22.0
	  	December 15, 2036	  	 	100.00	% 	 	$	1,000	  
	 22.5
	  	June 15, 2037	  	 	100.00	% 	 	$	1,000	  
	 23.0
	  	December 15, 2037	  	 	100.00	% 	 	$	1,000	  
	 23.5
	  	June 15, 2038	  	 	100.00	% 	 	$	1,000	  
	 24.0
	  	December 15, 2038	  	 	100.00	% 	 	$	1,000	  
	 24.5
	  	June 15, 2039	  	 	100.00	% 	 	$	1,000	  
	 25.0
	  	December 15, 2039	  	 	100.00	% 	 	$	1,000	  
	 25.5
	  	June 15, 2040	  	 	100.00	% 	 	$	1,000	  
	 26.0
	  	December 15, 2040	  	 	100.00	% 	 	$	1,000	  
	 26.5
	  	June 15, 2041	  	 	100.00	% 	 	$	1,000	  
	 27.0
	  	December 15, 2041	  	 	100.00	% 	 	$	1,000	  
	 27.5
	  	June 15, 2042	  	 	100.00	% 	 	$	1,000	  
	 28.0
	  	December 15, 2042	  	 	100.00	% 	 	$	1,000	  
	 28.5
	  	June 15, 2043	  	 	100.00	% 	 	$	1,000	  
	 29.0
	  	December 15, 2043	  	 	100.00	% 	 	$	1,000	  
	 29.5
	  	June 15, 2044	  	 	100.00	% 	 	$	1,000	  
	 30.0
	  	December 15, 2044	  	 	100.00	% 	 	$	1,000	  

 If any date where the Accreted Amount must be determined for purposes of the Indenture is between two consecutive dates set
forth above, the Accreted Amount will be determined by a straight-line interpolation between the Accreted Amount set forth for such two dates, based on a 365-day year.