Form 8-K

8-K — Piedmont Realty Trust, Inc.

Accession: 0001193125-26-394364

Filed: 2026-09-17

Period: 2026-09-17

CIK: 0001042776

SIC: 6512 (OPERATORS OF NONRESIDENTIAL BUILDINGS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — d153824d8k.htm (Primary)

EX-4.1 (d153824dex41.htm)

EX-4.3 (d153824dex43.htm)

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8-K

8-K (Primary)

Filename: d153824d8k.htm · Sequence: 1

8-K

false 0001042776 0001042776 2026-09-17 2026-09-17

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report: September 17, 2026

(Date of Earliest Event Reported)

Piedmont Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34626

58-2328421

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

5565 Glenridge Connector Ste. 450

Atlanta, Georgia 30342

(Address of principal executive offices)

(770) 418-8800

(Registrant’s telephone number, including area code)

Not applicable

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol

Name of Each Exchange

On Which Registered

Common Stock, $0.01 par value

PDM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.

On September 17, 2026, Piedmont Operating Partnership, LP (the “Operating Partnership”), the operating partnership and wholly owned subsidiary of Piedmont Realty Trust, Inc. (the “Company”), issued $230,000,000 principal amount of its 2.875% Exchangeable Senior Notes due 2031 (the “Notes”), which mature on February 1, 2031, pursuant to an indenture, dated as of September 17, 2026, among the Operating Partnership, the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”). The Notes are fully and unconditionally guaranteed by the Company. Interest on the Notes is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2027. The Notes will bear interest at a rate of 2.875% per year. Pursuant to a purchase agreement entered into among the Operating Partnership, the Company and the representatives of the initial purchasers of the Notes, dated September 14, 2026, the Operating Partnership granted to such initial purchasers an option to purchase up to an additional $30,000,000 principal amount of Notes (the “Option Notes”). The Notes issued on September 17, 2026 include $30,000,000 aggregate principal amount of Option Notes.

The Notes and the guarantee of the Company are the senior, unsecured obligations of the Operating Partnership and the Company, respectively, and rank equal in right of payment with existing and future senior, unsecured indebtedness of the Operating Partnership and the Company, respectively, senior in right of payment to existing and future indebtedness of the Operating Partnership and the Company, respectively, that is expressly subordinated to the Notes and the guarantee, respectively, and effectively subordinated to existing and future secured indebtedness of the Operating Partnership and the Company, respectively, to the extent of the value of the collateral securing that indebtedness.

Before November 1, 2030, noteholders will have the right to exchange their Notes only upon the occurrence of certain events. From and after November 1, 2030 noteholders may exchange their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Operating Partnership will have the right to elect to settle exchanges either entirely in cash or in a combination of cash and shares of the Company’s common stock. The kind and amount of consideration due upon exchange will be determined based on the exchange value of the Notes, measured proportionately for each trading day in an “Observation Period” (as defined in the Indenture) consisting of 60 trading days, and settled following the completion of that Observation Period. The consideration due in respect of each trading day in the Observation Period will consist of cash, up to at least the proportional amount of the principal amount being exchanged, and any excess of the proportional exchange value for that trading day that will not be settled in cash will be settled in shares of the Company’s common stock. The initial exchange rate is 79.0514 shares of the Company’s common stock per $1,000 principal amount of Notes, which represents an initial exchange price of approximately $12.65 per share of the Company’s common stock. The exchange rate and exchange price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the exchange rate will, in certain circumstances, be increased for a specified period of time.

The Operating Partnership may redeem the Notes, in whole or in part (subject to certain limitations described below), at the Operating Partnership’s option at any time, and from time to time, on or after August 6, 2029 and on or before the 60th scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Company’s common stock exceeds 130% of the exchange price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Operating Partnership sends the related redemption notice; and (ii) the trading day immediately before the date the Operating Partnership sends such redemption notice (a “provisional redemption”). In addition, the Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Operating Partnership’s option at any time, and from time to time, to the extent necessary to preserve the Company’s status as a real estate investment trust for U.S. federal income tax purposes (a “REIT preservation redemption”), or if less than 10% of the Notes are outstanding, in each case, so long as certain liquidity conditions are satisfied. However, the Operating Partnership may not redeem less than all of the outstanding Notes in a provisional redemption or a REIT preservation redemption unless at least $100.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Operating Partnership sends the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the exchange rate applicable to the exchange of that Note will be increased in certain circumstances if it is exchanged after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Operating Partnership to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

If a Registration Default Event (as defined in the Registration Rights Agreement referred to below) occurs or is continuing at any time during the period after the regular record date immediately preceding the maturity date and on or before the maturity date (or, if the maturity date is not a business day, the next business day), then the Operating Partnership will pay a cash premium (the “Maturity Premium”) at maturity of certain exchanged Notes in an amount equal to 3% of their principal amount, subject to certain exceptions.

The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Operating Partnership’s failure to send certain notices under the Indenture within specified periods of time; (iii) the failure by the Operating Partnership or the Company to comply with certain covenants in the Indenture relating to the ability of the Operating Partnership or the Company to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Operating Partnership or the Company, as applicable, and its subsidiaries, taken as a whole, to another person; (iv) a default by the Operating Partnership or the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Operating Partnership, the Company or any of their respective subsidiaries with respect to indebtedness for borrowed money with a principal amount outstanding at least $50,000,000; (vi) the Operating Partnership or the Company denies or disaffirms its obligations under the Registration Rights Agreement described below; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Operating Partnership, the Company or any of their respective significant subsidiaries; and (viii) the guarantee of the Notes ceases to be in full force and effect (except as permitted by the Indenture) or the Company denies or disaffirms its obligations under its guarantee of the Notes.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Operating Partnership or the Company (and not solely with respect to a significant subsidiary of the Operating Partnership or the Company (other than the Operating Partnership)) occurs, then the principal amount of, and all accrued and unpaid interest on, and the Maturity Premium, if any, in respect of, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the trustee, by notice to the Operating Partnership, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Operating Partnership and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, and the maturity premium, if any, in respect of, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Operating Partnership may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 360 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.

The Operating Partnership intends to use the net proceeds from the Notes, together with the net proceeds from the settlement of certain forward sale transactions entered into under the Company’s at-the-market equity program, cash on hand and borrowings under its line of credit, to redeem all of its outstanding 9.250% senior notes due 2028 (the “2028 Notes”) and pay the applicable make-whole premium and accrued and unpaid interest with respect thereto. The Operating Partnership used approximately $50 million of the net proceeds to repurchase 5,434,782 shares of the Company’s common stock from certain purchasers of the Notes in privately negotiated transactions effected concurrently with the pricing of the offering of the Notes.

The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the Notes are filed as exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

Registration Rights Agreement

In connection with the initial issuance of the Notes, the Operating Partnership and the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the representatives of the initial purchasers. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a resale registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale of the shares of the Company’s common stock, if any, issuable upon exchange of the Notes by

beneficial owners of the shares who satisfy certain conditions and timely provide certain information to the Operating Partnership. Subject to certain exceptions and limitations, the Registration Rights Agreement requires the Company to use commercially reasonable efforts to cause the resale registration statement to:

●

become effective under the Securities Act by the “resale registration statement effectiveness deadline date,” which is the date that is 180 days after the date the Notes are first issued; provided, however, that if the Company (whether directly or indirectly through one or more of its subsidiaries) has completed a significant acquisition and has not filed the financial statements required by Regulation S-X under Securities Exchange Act of 1934, as amended, for such significant acquisition with the SEC by the date that would otherwise be the resale registration statement effectiveness deadline date, then the resale registration statement effectiveness deadline date will instead be the earlier of (i) the 210th day after the date the Notes are first issued; and (ii) the 30th calendar day after the date such financial statements are first filed (or, if earlier, are required to be filed) with the SEC; and

●

remain continuously effective and usable for a specified period of time.

However, the Company will have the right, in certain circumstances, to suspend the availability of the resale registration statement during “blackout periods” if there occurs or exists any pending corporate development, filing with the SEC or any other event, in each case that makes such suspension appropriate in the Company’s reasonable judgment. The Company’s right to institute or maintain blackout periods will be limited such that all blackout periods, together, may not exceed an aggregate of (i) 45 (or, in the case of certain proposed or pending material business transactions, up to 60) calendar days (whether or not consecutive) in any 90 consecutive calendar day period; or (ii) 90 (or, in the case of certain proposed or pending material business transactions, up to 120) calendar days (whether or not consecutive) in any 360 consecutive calendar day period.

During the period when the resale registration statement must remain effective, the Registration Rights Agreement requires the Company to make filings with the SEC to name new selling securityholders in the related prospectus or prospectus supplement to enable them to resell their shares of the Company’s common stock, if any, issuable upon exchange of the Notes pursuant to the resale registration statement.

The Registration Rights Agreement and the Indenture provide that additional interest will accrue on certain Notes during the continuance of a Registration Default Event (as defined in the Registration Rights Agreement). Subject to certain limitations, additional interest will accrue:

●

on all of the outstanding Notes for each day on which resale registration statement is not on file with the SEC, effective under the Securities Act or usable during the period when it is required to be pursuant to the Registration Rights Agreement, but only to the extent that the number of days on which the resale registration statement is not so on file, effective or usable (inclusive of any blackout period) exceeds (1) 45 (or, in the case of certain proposed or pending material business transactions, 60) calendar days (whether or not consecutive) in any 90 consecutive calendar day period; or (2) 90 (or, in the case of certain proposed or pending material business transactions, 120) calendar days (whether or not consecutive) in any 360 consecutive calendar day period; and

●

on any outstanding Note (and only such Note) for each day (other than during a blackout period) after certain specified deadlines on which, due to an omission, the beneficial owner of such Note is not named as a selling securityholder in the related prospectus or prospectus supplement.

Subject to certain limitations, any additional interest that accrues on a Note will, regardless of the number of events giving rise to such accrual, accrue at a rate per annum equal to 0.25% of the principal amount thereof for the first 90 days on which additional interest accrues and, thereafter, at a rate per annum equal to 0.50% of the principal amount thereof.

The Registration Rights Agreement requires the Operating Partnership and the Company to indemnify certain holders and their affiliated parties for certain losses arising in connection with material misstatements or omissions (or alleged material statements or omissions) in the resale registration statement or related documents.

The above description of the Registration Rights Agreement is a summary and is not complete. A copy of the Registration Rights Agreement is filed as exhibit 4.3 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Registration Rights Agreement set forth in such exhibit.

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s common stock that may be issued upon exchange of the Notes will be issued in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. Initially, a maximum of 24,999,988 shares of the Company’s common stock may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 108.6956 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

This Current Report on Form 8-K is neither an offer to sell, nor a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit

Number

Description

4.1

Indenture, dated as of September 17, 2026, among Piedmont Realty Trust, Inc., Piedmont Operating Partnership, LP, and U.S. Bank Trust Company, National Association, as trustee.

4.2

Form of certificate representing the 2.875% Exchangeable Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1).

4.3

Registration Rights Agreement, dated as of September 17, 2026, among Piedmont Realty Trust, Inc., Piedmont Operating Partnership, LP, and the representatives of the initial purchasers.

104

Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 17, 2026

Piedmont Realty Trust, Inc.

By:

/s/ Sherry L. Rexroad

Sherry L. Rexroad

Chief Financial Officer and Executive Vice President

EX-4.1

Filename: d153824dex41.htm · Sequence: 2

EX-4.1

Exhibit 4.1

PIEDMONT OPERATING

PARTNERSHIP, LP,

THE PARENT GUARANTOR PARTY HERETO

and

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION

as Trustee

INDENTURE

Dated as of

September 17, 2026

2.875% Exchangeable Senior Notes due 2031

TABLE OF CONTENTS

Article 1 Definitions; Rules of Construction

Section 1.01 Definitions

Section 1.02 Other Definitions

Section 1.03 Rules of Construction

Article 2 The Notes

Section 2.01 Form, Dating and Denominations

Section 2.02 Execution, Authentication and Delivery

Section 2.03 Initial Notes and Additional Notes

Section 2.04 Method of Payment

Section 2.05 Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day

Section 2.06 Registrar, Paying Agent and Exchange Agent

Section 2.07 Paying Agent and Exchange Agent to Hold Property in Trust

Section 2.08 Holder Lists

Section 2.09 Legends

Section 2.10 Transfers and Exchanges; Certain Transfer Restrictions

Section 2.11 Exchange and Cancellation of Notes to Be Exchanged or to Be Repurchased Pursuant to a

Repurchase Upon Fundamental Change or Redemption

Section 2.12 Replacement Notes

Section 2.13 Registered Holders; Certain Rights with Respect to Global Notes

Section 2.14 Cancellation

Section 2.15 Notes Held by the Company or its Affiliates

Section 2.16 Temporary Notes

Section 2.17 Outstanding Notes

Section 2.18 Repurchases by the Company

Section 2.19 CUSIP and ISIN Numbers

Article 3 Covenants

Section 3.01 Payment on Notes

Section 3.02 Exchange Act Reports

Section 3.03 Rule 144A Information

Section 3.04 Additional Interest

Section 3.05 Maturity Premium

Section 3.06 Compliance and Default Certificates

Section 3.07 Stay, Extension and Usury Laws

Section 3.08 Acquisition of Notes by the Company and its Affiliates

Article 4 Repurchase and Redemption

Section 4.01 No Sinking Fund

Section 4.02 Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change

Section 4.03 Right of the Company to Redeem the Notes

-i-

Article 5 The Exchange of Notes

Section 5.01 Right to Exchange

Section 5.02 Exchange Procedures

Section 5.03 Settlement Upon Exchange

Section 5.04 Reserve and Status of Common Stock Issued Upon Exchange

Section 5.05 Adjustments to the Exchange Rate

Section 5.06 Voluntary Adjustments

Section 5.07 Adjustments to the Exchange Rate in Connection with a Make-Whole Fundamental Change

Section 5.08 Transfer of Notes to Be Exchanged to a Third Party for Settlement

Section 5.09 Effect of Common Stock Change Event

Section 5.10 Deemed Representation Upon Exchange

Article 6 Successors

Section 6.01 When the Company May Merge, Etc.

Section 6.02 Successor Entity Substituted

Section 6.03 Exclusion for Asset Transfers with Parent Guarantor or Wholly Owned Subsidiaries

Article 7 Defaults and Remedies

Section 7.01 Events of Default

Section 7.02 Acceleration

Section 7.03 Sole Remedy for a Failure to Report

Section 7.04 Other Remedies

Section 7.05 Waiver of Past Defaults

Section 7.06 Cure of Defaults; Ability to Cure or Waive Before Event of Default Occurs

Section 7.07 Control by Majority

Section 7.08 Limitation on Suits

Section 7.09 Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment

and Exchange Consideration

Section 7.10 Collection Suit by Trustee

Section 7.11 Trustee May File Proofs of Claim

Section 7.12 Priorities

Section 7.13 Undertaking for Costs

Section 7.14 Restoration of Rights

Article 8 Amendments, Supplements and Waivers

Section 8.01 Without the Consent of Holders

Section 8.02 With the Consent of Holders

Section 8.03 Notice of Amendments, Supplements and Waivers

Section 8.04 Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.

Section 8.05 Notations and Exchanges

Section 8.06 Trustee to Execute Supplemental Indentures

-ii-

Article 9 Guarantee

Section 9.01 Guarantee

Section 9.02 Limitation on Parent Guarantor Liability

Section 9.03 Execution and Delivery of Guarantee

Section 9.04 When the Parent Guarantor May Merge, Etc.

Section 9.05 Application of Certain Provisions to the Parent Guarantor

Section 9.06 Automatic Release of Guarantee

Article 10 Satisfaction and Discharge

Section 10.01 Termination of Company’s Obligations

Section 10.02 Repayment to Company

Section 10.03 Reinstatement

Article 11 Trustee

Section 11.01 Duties of the Trustee

Section 11.02 Rights of the Trustee

Section 11.03 Individual Rights of the Trustee

Section 11.04 Trustee’s Disclaimer

Section 11.05 Notice of Defaults

Section 11.06 Compensation and Indemnity

Section 11.07 Replacement of the Trustee

Section 11.08 Successor Trustee by Merger, Etc.

Section 11.09 Eligibility; Disqualification

Article 12 Miscellaneous

Section 12.01 Notices

Section 12.02 Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions

Precedent

Section 12.03 Statements Required in Officer’s Certificate and Opinion of Counsel

Section 12.04 Rules by the Trustee, the Registrar, the Paying Agent and the Exchange Agent

Section 12.05 No Personal Liability of Directors, Officers, Employees, Partners and Stockholders

Section 12.06 Governing Law; Waiver of Jury Trial

Section 12.07 Submission to Jurisdiction

Section 12.08 No Adverse Interpretation of Other Agreements

Section 12.09 Successors

Section 12.10 Force Majeure

Section 12.11 U.S.A. PATRIOT Act

Section 12.12 Calculations

Section 12.13 Severability

Section 12.14 Counterparts

Section 12.15 Table of Contents, Headings, Etc.

Section 12.16 Withholding Taxes

-iii-

Exhibits

Exhibit A: Form of Note

A-1

Exhibit B-1: Form of Restricted Note Legend

B1-1

Exhibit B-2: Form of Global Note Legend

B2-1

Exhibit B-3: Form of

Non-Affiliate Legend

B3-1

-iv-

INDENTURE, dated as of September 17, 2026, among Piedmont Operating Partnership,

LP, a Delaware limited partnership, as issuer (the “Company”), Piedmont Realty Trust, Inc., a Maryland corporation, as parent guarantor (the “Parent Guarantor”), and U.S. Bank Trust Company, National

Association, as trustee (the “Trustee”).

Each party to this Indenture (as defined below) agrees as follows for the

benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 2.875% Exchangeable Senior Notes due 2031 (the “Notes”).

Article 1 DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01 DEFINITIONS.

“3(a)(9) Period” means any period beginning on or after the date that is one year after the Last Date of Original Issuance

of the Notes during which each of the following requirements is satisfied:

(A) the issuance on such day of the Common Stock or other

securities issuable (including following a Common Stock Change Event) upon Exchange of the Notes would qualify for the exemption from the registration requirements of the Securities Act set forth in Section 3(a)(9) thereof, and such securities,

upon issuance, would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144 by a person that is not, and has not during the immediately preceding three months been, an Affiliate of the issuer thereof, without any requirement

as to volume, manner of sale, availability of current public information or notice;

(B) the Parent Guarantor fully and unconditionally

guarantees the Notes in accordance with this Indenture and directly or indirectly owns 100% of the outstanding equity interests of the Company on such day; and

(C) the Company would deliver the Common Stock or other securities issued or issuable (including following a Common Stock Change Event) upon

Exchange of the Notes (if any such securities are potentially so deliverable upon Exchange) on such day without a “restricted” CUSIP or ISIN number and without a restricted security legend.

“Additional Interest” means any interest that accrues on any Note pursuant to Section 3.04.

“Affiliate” has the meaning set forth in Rule 144 as in effect on the Issue Date.

“Authorized Denomination” means, with respect to a Note, a principal amount thereof equal to $1,000 or any integral

multiple of $1,000 in excess thereof.

“Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal

or state or non-U.S. law for the relief of debtors.

“Bid Solicitation Agent”

means the Person who is required to obtain bids for the Trading Price in accordance with Section 5.01(C)(i)(2) and the definition of “Trading Price.” The initial Bid Solicitation Agent on the Issue Date will be

the Company; provided, however, that the Company may appoint any other Person (including any of the Company’s Subsidiaries) to be the Bid Solicitation Agent at any time after the Issue Date without prior notice.

“Board of Directors” means the board of directors (or, in the case of a

non-corporate entity, the equivalent governing body) of the Company or the Parent Guarantor, as the context requires, or a committee of such board (or governing body) duly authorized to act on behalf of such

board.

“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of

New York is authorized or required by law or executive order to close or be closed.

“Capital Stock” of any Person

means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into, or

exchangeable for, such equity.

-1-

“Cleanup Redemption” means the repurchase of any Note by the Company

pursuant to Section 4.03(C).

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

“Common Stock” means the common stock, $0.01 par value per share, of the Parent Guarantor, subject to

Section 5.09.

“Company” means the Person named as such in the first paragraph of this

Indenture and, subject to Article 6, its successors and assigns.

“Company Order” means a written request or

order signed on behalf of the Company by one (1) of its Officers and delivered to the Trustee.

“Daily Cash

Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Exchange Value for such VWAP Trading Day.

“Daily Exchange Value” means, with respect to any VWAP Trading Day, one-sixtieth

(1/60th) of the product of (A) the Exchange Rate on such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.

“Daily Maximum Cash Amount” means, with respect to the Exchange of any Note, the quotient obtained by dividing (A) the

Specified Dollar Amount applicable to such Exchange by (B) sixty (60).

“Daily Share Amount” means, with respect

to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Exchange Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the

avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Exchange Value does not exceed such Daily Maximum Cash Amount.

“Daily VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed

under the heading “Bloomberg VWAP” on Bloomberg page “PDM <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) 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 Common Stock on such VWAP Trading Day, determined, using a volume-weighted average

price method, by a nationally recognized independent investment banking firm selected by the Company, which may be any of the Initial Purchasers). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside

of the regular trading session.

“Default” means any event that is (or, after notice, passage of time or both, would

be) an Event of Default.

“Default Settlement Method” means Combination Settlement with a Specified Dollar Amount of

$1,000 per $1,000 principal amount of Notes; provided, however, that (x) subject to Section 5.03(A)(iii), the Company may, from time to time, change the Default Settlement Method, to any Settlement Method

that the Company is then permitted to elect, by delivering written notice of the new Default Settlement Method to the Holders, the Trustee and the Exchange Agent; and (y) the Default Settlement Method will be subject to

Section 5.03(A)(ii).

“Depositary” means The Depository Trust Company or its successor.

“Depositary Participant” means any member of, or participant in, the Depositary.

“Depositary Procedures” means, with respect to any Exchange, transfer, exchange or other transaction involving a Global

Note or any beneficial interest therein, the rules and procedures of the Depositary applicable to such Exchange, transfer, exchange or transaction.

-2-

“Ex-Dividend Date” means, with

respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or

distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock under

a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

“Exchange”

means, with respect to any Note, the exchange of such note pursuant to Article 5 into Exchange Consideration. The terms “Exchanged,” “Exchanging,” “Exchangeable” and similar capitalized terms have meanings

correlative to the foregoing.

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

“Exchange Date” means, with respect to a Note, the first Business Day on which the requirements set forth in

Section 5.02(A) to Exchange such Note are satisfied.

“Exchange Price” means, as of any time,

an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Exchange Rate in effect at such time.

“Exchange Rate” initially means 79.0514 shares of Common Stock per $1,000 principal amount of Notes; provided,

however, that the Exchange Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the Exchange Rate as of a particular date without setting forth a particular time

on such date, such reference will be deemed to be to the Exchange Rate immediately after the Close of Business on such date.

“Exchange Share” means any share of Common Stock issued or issuable upon Exchange of any Note.

“Exempted Fundamental Change” means any Fundamental Change with respect to which, in accordance with

Section 4.02(I), the Company does not offer to repurchase any Notes.

“Fundamental Change”

means any of the following events:

(A) a “person” or “group” (within the meaning of Section 13(d)(3) of the

Exchange Act), other than the Company, the Parent Guarantor or their respective Wholly Owned Subsidiaries, or their respective employee benefit plans, files any report with the SEC indicating that such person or group has become the direct or

indirect “beneficial owner” (as defined below) of shares of the Common Stock representing more than fifty percent (50%) of the voting power of all of the Common Stock;

(B) the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially

all of the assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any Person, other than solely to the Company or one or more of the Company’s or the Parent Guarantor’s respective Wholly Owned Subsidiaries; or

(ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the

Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property; provided, however, that any merger, consolidation, share exchange or combination of the

Parent Guarantor pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Parent Guarantor’s common equity immediately before such transaction directly or indirectly

“beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in

substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this

clause (B);

Company’s successor, if any, permitted by Section 6.01 is not a limited partnership) or the Parent Guarantor’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company or the

Parent Guarantor; or

-3-

(D) the Common Stock ceases to be listed on any of the New York Stock Exchange, the Nasdaq

Global Market or the Nasdaq Global Select Market (or any of their respective successors);

provided, however, that a transaction or event

described in clause (A) or (B) above will not constitute a Fundamental Change if at least ninety percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional

shares or pursuant to dissenters rights), in connection with such transaction or event, consists of shares of common stock or other corporate common equity interests listed (or depositary receipts representing shares of common stock or other

corporate common equity interests, which depositary receipts are listed) on any of the New York Stock Exchange, the Nasdaq Global Market or the Nasdaq Global Select Market (or any of their respective successors), or that will be so listed when

issued or exchanged in connection with such transaction or event, and such transaction or event constitutes a Common Stock Change Event whose Reference Property consists of such consideration.

For the purposes of this definition, (x) any transaction or event described in both clause (A) and in clause (B)(i) or

(ii) above (without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso); and (y) whether a Person is a “beneficial owner,”

whether shares are “beneficially owned,” and percentage beneficial ownership, will be determined in accordance with Rule 13d-3 under the Exchange Act.

“Fundamental Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a

Repurchase Upon Fundamental Change.

“Fundamental Change Repurchase Notice” means a notice (including a notice

substantially in the form of the “Fundamental Change Repurchase Notice” set forth in Exhibit A) containing the information, or otherwise complying with the requirements, set forth in Section 4.02(F)(i)

and Section 4.02(F)(ii).

“Fundamental Change Repurchase Price” means the cash price payable

by the Company to repurchase any Note upon its Repurchase Upon Fundamental Change, calculated pursuant to Section 4.02(D).

“Global Note” means a Note that is represented by a certificate substantially in the form set forth in Exhibit A,

registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee, as custodian for the Depositary.

“Global Note Legend” means a legend substantially in the form set forth in Exhibit

B-2.

“Guarantee” means the guarantee by the Parent Guarantor of the

Company’s obligations under this Indenture and the Notes pursuant to Article 9.

“Holder” means a person

in whose name a Note is registered on the Registrar’s books.

“Indenture” means this Indenture, as amended or

supplemented from time to time.

“Initial Purchasers” means the several initial purchasers listed in Schedule 1 to the

Purchase Agreement.

“Interest Payment Date” means, with respect to a Note, each February 1 and August 1 of

each year, commencing on February 1, 2027 (or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity Date is an Interest Payment Date.

“Issue Date” means September 17, 2026.

“Last Date of Original Issuance” means (A) with respect to any Notes issued pursuant to the Purchase Agreement

(including any Notes issued pursuant to the exercise of the Shoe Option by the Initial Purchasers), and any Notes issued in exchange therefor or in substitution thereof, the later of (i) the Issue Date and (ii) the last date any Notes are

originally issued pursuant to the exercise of the Shoe Option; and (B) with respect to any Notes issued pursuant to Section 2.03(B), and any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the

date such Notes are originally issued and (y) the last date any Notes are originally issued as part of the same offering pursuant to the exercise of an option granted to the initial purchaser(s) of such Notes to purchase additional Notes; or

(ii) such other date as is specified in an Officer’s Certificate delivered to the Trustee before the original issuance of such Notes.

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“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 price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask

prices per share) of Common Stock on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on a U.S.

national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the

over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported

Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment banking firm

selected by the Company, which may be any of the Initial Purchasers. Neither the Trustee nor the Exchange Agent will have any duty or obligation to determine and/or verify the Last Reported Sale Price.

“Liquidity Conditions” means, with respect to the Redemption of any Notes, that, as of the Redemption Notice Date for such

Redemption, (A) no event has occurred and is continuing that would result in the accrual of Additional Interest on such Notes; (B) (if such Notes have the benefit of a Registration Rights Agreement) the “Issuers” (as defined in such

Registration Rights Agreement) are not in breach of any of their respective obligations under such Registration Rights Agreement; and (C) the Resale Registration Statement for such Notes is (and is reasonably expected to continue to be through

at least the thirtieth (30th) calendar day after the Redemption Date for such Redemption) effective under the Securities Act and available for use as contemplated by such Registration Rights Agreement; provided, however, that the

Liquidity Conditions will be deemed to be satisfied with respect to such Redemption if, in accordance with Section 5.03(A)(i)(3), the Company has elected to settle all Exchanges of Notes with an Exchange Date that occurs on

or after such Redemption Notice Date and on or before the second (2nd) Business Day immediately before such Redemption Date by Cash Settlement; provided, further, that clauses (A), (B) and (C) above will be deemed satisfied as of

the related Redemption Notice Date if a 3(a)(9) Period is then in effect and, as of such date, is reasonably expected to continue through at least the 30th calendar day after the Redemption Date for such Redemption, solely to the extent that the

applicable failure, breach or unavailability relates to the registration of, or the ability to resell pursuant to the Resale Registration Statement, securities that are not then Registrable Securities (as defined in the Registration Rights

Agreement) by reason of such 3(a)(9) period.

“Make-Whole Fundamental Change” means (A) a Fundamental Change

(determined after giving effect to the proviso immediately after clause (D) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition); or (B) the sending of a Redemption Notice

pursuant to Section 4.03(I); provided, however, that, subject to Section 4.03(L), the sending of a Redemption Notice for a Provisional Redemption or a REIT Preservation Redemption

will constitute a Make-Whole Fundamental Change only with respect to the Notes called (or deemed called) for Redemption pursuant to such Redemption Notice and not with respect to any other Notes.

“Make-Whole Fundamental Change Effective Date” means (A) with respect to a Make-Whole Fundamental Change pursuant to

clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the

definition thereof, the applicable Redemption Notice Date.

“Make-Whole Fundamental Change Exchange Period” has the

following meaning:

(A) in the case of a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the

period from, and including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole

Fundamental Change also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); and

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(B) in the case of a Make-Whole Fundamental Change pursuant to clause (B) of the

definition thereof, the period from, and including, the Redemption Notice Date for the related Redemption to, and including, the second (2nd) Business Day immediately before the related Redemption Date;

provided, however, that if the Exchange Date for the Exchange of a Note that has been called for Redemption occurs during the Make-Whole

Fundamental Change Exchange Period for both a Make-Whole Fundamental Change occurring pursuant to clause (A) of the definition of “Make-Whole Fundamental Change” and a Make-Whole Fundamental Change resulting from such

Redemption pursuant to clause (B) of such definition, then, notwithstanding anything to the contrary in Section 5.07, solely for purposes of such Exchange, (x) such Exchange Date will be deemed to occur

solely during the Make-Whole Fundamental Change Exchange Period for the Make-Whole Fundamental Change with the earlier Make-Whole Fundamental Change Effective Date; and (y) the Make-Whole Fundamental Change with the later Make-Whole Fundamental

Change Effective Date will be deemed not to have occurred.

“Market Disruption Event” means, with respect to any date,

the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the

Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options

contracts or futures contracts relating to the Common Stock.

“Maturity Date” means February 1, 2031.

“Non-Affiliate Legend” means a legend substantially in the form set forth in

Exhibit B-3.

“Note Agent” means any Registrar, Paying Agent or Exchange

Agent.

“Notes” means the 2.875% Exchangeable Senior Notes due 2031 issued by the Company pursuant to this Indenture.

“Notice and Questionnaire” has the meaning set forth in the applicable Registration Rights Agreement (subject to any

limitations set forth in such Registration Rights Agreement that apply to the application of such definition for purposes of this Indenture).

“Notice Holder” has the meaning set forth in the applicable Registration Rights Agreement.

“Observation Period” means, with respect to any Note to be Exchanged, (A) subject to clause (B) below, if

the Exchange Date for such Note occurs before November 1, 2030, the sixty (60) consecutive VWAP Trading Days beginning on, and including, the second (2nd) VWAP Trading Day immediately after such Exchange Date; (B) if such Exchange

Date occurs on or after the date the Company has sent a Redemption Notice calling all or any Notes for Redemption pursuant to Section 4.03(I) and on or before the second (2nd) Business Day before the related Redemption

Date, the sixty (60) consecutive VWAP Trading Days beginning on, and including, the sixty-first (61st) Scheduled Trading Day immediately before such Redemption Date; and (C) subject to clause (B) above, if such Exchange Date

occurs on or after November 1, 2030, the sixty (60) consecutive VWAP Trading Days beginning on, and including, the sixty-first (61st) Scheduled Trading Day immediately before the Maturity Date.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating

Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Company.

“Officer’s Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers

and that meets the requirements of Section 12.03.

“Open of Business” means 9:00 a.m., New

York City time.

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“Opinion of Counsel” means an opinion, from legal counsel (including an

employee of, or counsel to, the Company or any of its Subsidiaries) reasonably acceptable to the Trustee, that meets the requirements of Section 12.03, subject to customary qualifications and exclusions.

“Ownership Limit” has the meaning assigned to “Common Share Ownership Limit” set forth in the Parent Guarantor

Charter.

“Parent Guarantor” means the Person named as such in the first paragraph of this Indenture and, subject to

Section 9.04, the successors and assigns of such Person.

“Parent Guarantor Charter” means

the charter of the Parent Guarantor as the same may be amended, restated or supplemented from time to time.

“Person”

or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision

thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Indenture.

“Physical Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set

forth in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.

“Provisional Redemption” means the repurchase of any Note by the Company pursuant to

Section 4.03(B).

“Purchase Agreement” means that certain Purchase Agreement, dated

September 14, 2026, among the Company, the Parent Guarantor and the representatives of the Initial Purchasers.

“Qualified

Successor Entity” means, with respect to a Parent Guarantor Business Combination Event, a corporation; provided, however, that a limited liability company, limited partnership or other similar entity will also constitute a

Qualified Successor Entity with respect to such Parent Guarantor Business Combination Event if either (A) such Parent Guarantor Business Combination Event is an Exempted Fundamental Change; (B) such Parent Guarantor Business Combination

Event constitutes a Common Stock Change Event whose Reference Property consists solely of any combination of cash in U.S. dollars and shares of common stock or other corporate common equity interests of an entity that is (x) treated as a

corporation for U.S. federal income tax purposes; (y) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; and (z) the direct or indirect parent of such limited

liability company, limited partnership or other similar entity; or (C) both of the following conditions are satisfied: (i) such Parent Guarantor Business Combination Event does not constitute a Common Stock Change Event; and (ii) the

Parent Guarantor (x) is not released from its obligations under its Guarantee following such Parent Guarantor Business Combination Event; and (y) is the direct or indirect parent of such limited liability company, limited partnership or

other similar entity.

“Redemption” means a Provisional Redemption, Cleanup Redemption or a REIT Preservation

Redemption.

“Redemption Date” means the date fixed, pursuant to Section 4.03(G), for the

settlement of the repurchase of any Notes by the Company pursuant to a Redemption.

“Redemption Notice Date” means,

with respect to a Redemption, the date on which the Company sends the Redemption Notice for such Redemption pursuant to Section 4.03(I).

“Redemption Price” means the cash price payable by the Company to redeem any Note upon its Redemption, calculated pursuant

to Section 4.03(H).

“Registration Default Event” has the meaning set forth in the applicable

Registration Rights Agreement (subject to any limitations set forth in such Registration Rights Agreement that apply to the application of such definition for purposes of this Indenture). For the avoidance of doubt, no Registration Default Event

will be deemed to occur with respect to any Notes issued pursuant to Section 2.03(B) and with respect to which no Registration Rights Agreement has been executed and delivered.

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“Registration Rights Agreement” means (A) with respect to any Notes

issued pursuant to the Purchase Agreement (including any Notes issued pursuant to the exercise of the Shoe Option by the Initial Purchasers), and any Notes issued in exchange therefor or in substitution thereof, that certain Registration Rights

Agreement, dated as of September 17, 2026, among the Company, the Parent Guarantor and the representatives of the Initial Purchasers, as the same may be amended or supplemented from time to time; and (B) with respect to any Notes issued

pursuant to Section 2.03(B), and any Notes issued in exchange therefor or in substitution thereof, the registration rights agreement, if any, executed and delivered by the Company relating to such Notes.

“Regular Record Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment

Date occurs on February 1, the immediately preceding January 15; and (B) if such Interest Payment Date occurs on August 1, the immediately preceding July 15.

“REIT Preservation Redemption” means the repurchase of any Note by the Company pursuant to

Section 4.03(D).

“Repurchase Upon Fundamental Change” means the repurchase of any Note by

the Company pursuant to Section 4.02.

“Resale Registration Statement” has the meaning set

forth in the applicable Registration Rights Agreement.

“Responsible Officer” means (A) any officer within the

corporate trust group of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of such officers; and (B) with respect to a particular corporate

trust matter relating to this Indenture, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity with, the particular subject, and who, in each case, has direct responsibility for the administration of

this Indenture.

“Restricted Note Legend” means a legend substantially in the form set forth in Exhibit B-1.

“Restricted Stock Legend” means, with respect to any Exchange Share, a

legend substantially to the effect that the offer and sale of such Exchange Share have not been registered under the Securities Act and that such Exchange Share cannot be sold or otherwise transferred except pursuant to a transaction that is

registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

“Rule 144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to

time.

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended

from time to time.

“Rule 501” means Rule 501 of Regulation D under the Securities Act (or any successor rule thereto),

as the same may be amended from time to time.

“Scheduled Trading Day” means any day that is scheduled to be a Trading

Day on the principal 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, then “Scheduled Trading Day” means a Business Day.

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

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

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“Security” means any Note or Exchange Share.

“Settlement Method” means Cash Settlement or Combination Settlement.

“Shoe Option” means the Initial Purchasers’ option to purchase up to thirty million dollars ($30,000,000) aggregate

principal amount of additional Notes as provided for in the Purchase Agreement.

“Significant Subsidiary” means, with

respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the

Exchange Act) of such Person.

“Special Interest” means any interest that accrues on any Note pursuant to

Section 7.03.

“Specified Dollar Amount” means, with respect to the Exchange of a Note to

which Combination Settlement applies, the maximum cash amount per $1,000 principal amount of such Note deliverable upon such Exchange (excluding cash in lieu of any fractional share of Common Stock); provided, however, that in no event

will the Specified Dollar Amount be less than $1,000 per $1,000 principal amount of such Note.

“Stock Price” has the

following meaning for any Make-Whole Fundamental Change: (A) if the holders of Common Stock receive only cash in consideration for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is

pursuant to clause (B) of the definition of “Fundamental Change,” then the Stock Price is the amount of cash paid per share of Common Stock in such Make-Whole Fundamental Change; and (B) in all other cases, the Stock

Price is the average of the Last Reported Sale Prices per share of Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately before the Make-Whole Fundamental Change Effective Date of such

Make-Whole Fundamental Change.

“Subsidiary” means, with respect to any Person, (A) any corporation, association

or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving

effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or

controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital accounts, distribution

rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other

Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a

controlling general partner of, or otherwise controls, such partnership or limited liability company.

“Trading Day”

means any day on which (A) trading in the Common Stock generally occurs on the principal 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 (B) there is no Market Disruption Event. If the Common Stock is not so listed or traded, then “Trading Day” means a Business

Day.

“Trading Price” of the Notes on any Trading Day means the average of the secondary market bid quotations,

expressed as a cash amount per $1,000 principal amount of Notes, obtained by the Bid Solicitation Agent for one million dollars ($1,000,000) (or such lesser amount as may then be outstanding) in principal amount of Notes at approximately 3:30 p.m.,

New York City time, on such Trading Day from three (3) nationally recognized independent securities dealers selected by the Company, which may include any of the Initial Purchasers; provided, however, that, if three (3) such

bids cannot reasonably be obtained by the Bid Solicitation Agent but two (2) such bids are obtained, then the average of the two (2) bids will be used, and if only one (1) such bid can reasonably be obtained by the Bid Solicitation

Agent, then that one (1) bid will be used. If, on any Trading Day, (A) the Bid Solicitation Agent cannot reasonably obtain at least one (1) bid for one million dollars ($1,000,000) (or such lesser amount as may then be outstanding) in

principal amount of Notes from a nationally recognized independent securities dealer; (B) the Company is not acting as the Bid Solicitation Agent and the Company fails to instruct the Bid Solicitation Agent to

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obtain bids when required; or (C) the Bid Solicitation Agent fails to solicit bids when required, then, in each case, the Trading Price per $1,000 principal amount of Notes on such Trading

Day will be deemed to be less than ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Exchange Rate on such Trading Day.

“Transfer-Restricted Security” means any Security that constitutes a “restricted security” (as defined in Rule

144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

(A) such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a

registration statement that was effective under the Securities Act at the time of such sale or transfer;

(B) such Security is sold or

otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the

Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security” (as defined in Rule 144); and

(C) such Security is eligible for resale, by a Person that is not an Affiliate of the Company and that has not been an Affiliate of the

Company during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner of sale, availability of current public information or notice.

The Trustee is under no obligation to determine whether any Security is a Transfer-Restricted Security and may conclusively rely on an

Officer’s Certificate with respect thereto.

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as

amended.

“Trustee” means the Person named as such in the first paragraph of this Indenture until a successor replaces

it in accordance with the provisions of this Indenture and, thereafter, means such successor.

“Underlying Security”

initially means the Common Stock; provided, however, that upon the occurrence of any Common Stock Change Event, the Underlying Security will be deemed to consist of the securities, if any, included in the Reference Property of such

Common Stock Change Event.

“VWAP Market Disruption Event” means, with respect to any date, (A) the failure by the

principal 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, the principal other market on which the Common Stock is

then traded, to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of

movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time

before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day” means a day on which (A) there is no VWAP

Market Disruption Event; and (B) trading in the Common Stock generally occurs on the principal 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, then “VWAP Trading Day” means a Business Day.

“Wholly Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other

ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

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Section 1.02 OTHER DEFINITIONS.

Term

Defined in

Section

“Additional Shares”

5.07(A)

“Cash Settlement”

5.03(A)

“Combination Settlement”

5.03(A)

“Common Stock Change Event”

5.09(A)

“Company Business Combination Event”

6.01(A)

“Company Successor Entity”

6.01(A)(i)

“Default Interest”

2.05(B)

“Defaulted Amount”

2.05(B)

“Event of Default”

7.01(A)

“Exchange Agent”

2.06(A)

“Exchange Consideration”

5.03(B)

“Expiration Date”

5.05(A)(v)

“Expiration Time”

5.05(A)(v)

“Fundamental Change Notice”

4.02(E)

“Fundamental Change Repurchase Right”

4.02(A)

“Guaranteed Obligations”

9.01(A)

“Initial Notes”

2.03(A)

“Maturity Premium”

3.05(A)

“Measurement Period”

5.01(C)(i)(2)

“Parent Guarantor Business Combination Event”

9.04(A)

“Parent Guarantor Successor Entity”

9.04(A)(i)

“Paying Agent”

2.06(A)

“Redemption Notice”

4.03(I)

“Reference Property”

5.09(A)

“Reference Property Unit”

5.09(A)

“Register”

2.06(B)

“Registrar”

2.06(A)

“Reporting Event of Default”

7.03(A)

“Specified Courts”

12.07

“Spin-Off”

5.05(A)(iii)(2)

“Spin-Off Valuation Period”

5.05(A)(iii)(2)

“Stated Interest”

2.05(A)

“Successor Person”

5.09(A)

“Tender/Exchange Offer Valuation Period”

5.05(A)(v)

“Trading Price Condition”

5.01(C)(i)(2)

Section 1.03 RULES OF CONSTRUCTION.

For purposes of this Indenture:

(A) “or” is not exclusive;

(B) “including” means “including without limitation”;

(D) the “average” of a set of numerical values refers to the arithmetic average of such numerical values;

(E) a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any

division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation;

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(F) words in the singular include the plural and in the plural include the singular, unless

the context requires otherwise;

(G) “herein,” “hereof” and other words of similar import refer to this Indenture

as a whole and not to any particular Article, Section or other subdivision of this Indenture, unless the context requires otherwise;

(H)

references to currency mean the lawful currency of the United States of America, unless the context requires otherwise;

(I) the exhibits,

schedules and other attachments to this Indenture are deemed to form part of this Indenture; and

(J) the term

“interest,” when used with respect to a Note, includes any Default Interest, Additional Interest and Special Interest, unless the context requires otherwise.

Article 2 THE NOTES

Section 2.01

FORM, DATING AND DENOMINATIONS.

The Notes and the Trustee’s

certificate of authentication will be substantially in the form set forth in Exhibit A. The Notes will bear the legends required by Section 2.09 and may bear notations, legends or endorsements required by law, stock

exchange rule or usage or the Depositary. Each Note will be dated as of the date of its authentication.

Except to the extent otherwise

provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes, and

Physical Notes may be exchanged for Global Notes, only as provided in Section 2.10.

The Notes will be issuable

only in registered form without interest coupons and only in Authorized Denominations.

Each certificate representing a Note will bear a

unique registration number that is not affixed to any other certificate representing another outstanding Note.

The terms contained in the

Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent

that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.

Section 2.02 EXECUTION, AUTHENTICATION AND DELIVERY.

(A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual,

electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company.

(B) Authentication by the Trustee and Delivery.

(i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an

authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.

(ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign

the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the

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Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which

such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order.

(iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed

authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the

Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authenticating agent was validly appointed to undertake.

Section 2.03 INITIAL NOTES AND ADDITIONAL NOTES.

(A) Initial Notes. On the Issue Date, there will be originally issued two hundred thirty million dollars ($230,000,000) aggregate

principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this

Indenture as the “Initial Notes.”

(B) Additional Notes. Without the consent of any Holder, the Company may, subject to

the provisions of this Indenture (including Section 2.02), originally issue additional Notes with the same terms as the Initial Notes (except, to the extent applicable, with respect to the date as of which interest begins

to accrue on such additional Notes and the first Interest Payment Date of such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other,

Notes issued under this Indenture; provided, however, that if any such additional Notes (and any Notes that are resold after such Notes have been purchased or otherwise acquired by the Company, the Parent Guarantor or their respective

Subsidiaries) are not fungible with other Notes issued under this Indenture for purposes of U.S. federal income tax or federal securities laws or, if applicable, the Depositary Procedures, then such additional or resold Notes will be identified by a

separate CUSIP number or by no CUSIP number.

Section 2.04 METHOD OF PAYMENT.

(A) Global Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date,

Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, the Maturity Premium, if any, in respect of, and any cash Exchange Consideration for, any Global Note to the Depositary by wire

transfer of immediately available funds no later than the time the same is due as provided in this Indenture; provided, however, that (i) if Additional Interest accrues on a portion (and not the entire principal amount) of any

outstanding Global Note in accordance with the Registration Rights Agreement for such Global Note, then the Company will pay such Additional Interest directly to the applicable beneficial owner(s) of such Global Note (as identified in the related

Notice and Questionnaire(s)) to the extent the payment is not permitted or practicable under the Depositary Procedures; and (ii) notwithstanding anything to the contrary in this Indenture or the Notes, if payment, in the manner set forth in

Section 3.05(A), of the Maturity Premium on a Global Note (or any portion thereof) that is Exchanged is not permitted or practicable under the Depositary Procedures, then the Company will instead pay the Maturity Premium as

part of the Exchange Consideration due upon such Exchange.

(B) Physical Notes. The Company will pay, or cause the Paying Agent to

pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, the Maturity Premium, if any, in respect of, and any cash

Exchange Consideration for, any Physical Note no later than the time the same is due as provided in this Indenture as follows: (i) if the principal amount of such Physical Note is at least five million dollars ($5,000,000) (or such lower amount

as the Company may choose in its sole and absolute discretion) and the Holder of such Physical Note entitled to such payment has delivered to the Paying Agent or the Trustee, no later than the time set forth in the immediately following sentence, a

written request that the Company make such payment by wire transfer to an account of such Holder within the United States, by wire transfer of immediately available funds to such account; and (ii) in all other cases, by check mailed to the

address of the Holder of such Physical Note entitled to such payment as set forth in the Register. To be

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timely, such written request must be so delivered no later than the Close of Business on the following date: (x) with respect to the payment of any interest due on an Interest Payment Date,

the immediately preceding Regular Record Date; (y) with respect to any cash Exchange Consideration, the relevant Exchange Date; and (z) with respect to any other payment, the date that is fifteen (15) calendar days immediately before

the date such payment is due.

Section 2.05 ACCRUAL OF INTEREST; DEFAULTED

AMOUNTS; WHEN PAYMENT DATE IS NOT A BUSINESS DAY.

(A) Accrual of Interest. Each Note will accrue interest at a rate per annum equal to 2.875% (the “Stated Interest”),

plus any Default Interest, Additional Interest and Special Interest that may accrue pursuant to Sections 2.05(B), 3.04 and 7.03, respectively. Stated Interest on each Note will (i) accrue from, and including, the most

recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date from, and including, which

Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(H) and 5.02(D) (but without duplication of any

payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the

immediately preceding Regular Record Date. Stated Interest, and, if applicable, Additional Interest and Special Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(B) Defaulted Amounts. If the Company fails to pay any cash amount (a

“Defaulted Amount”) payable on a Note on or before the due date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an Event of Default, (i) such Defaulted Amount will forthwith cease

to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to the extent lawful, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal to the rate per annum at

which Stated Interest accrues, from, and including, such due date to, but excluding, the date of payment of such Defaulted Amount and Default Interest; and (iii) such Defaulted Amount and Default Interest will be paid, at the Company’s

election, as provided in clause (i) or (ii) below.

(i) Payment of Default Amounts on a Special

Payment Date. The Company will have the right to pay such Defaulted Amount and Default Interest on a payment date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected by the Company,

provided that (1) such special record date is no more than fifteen (15), nor less than ten (10), calendar days before such payment date; and (2) at least fifteen (15) calendar days before such special record date, the Company

sends notice to the Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted Amount and Default Interest to be paid on such payment date.

(ii) Payment of Default Amount in Any Other Lawful Manner. If not paid in accordance with

Section 2.05(B)(i), such Defaulted Amount and Default Interest will be paid by the Company in any other lawful manner.

Notwithstanding anything to the contrary in this Section 2.05(B), a Default in the payment or delivery of any

Exchange Consideration when due will be cured upon the payment or delivery of the same (together, if applicable in the case of any cash Exchange Consideration, with Default Interest thereon) to the Person to whom such Exchange Consideration is

payable or deliverable (determined in accordance with Article 5).

Day. If the due date for a payment on a Note as provided in this Indenture is not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment may be made on the immediately following Business Day

with the same force and effect as if such payment were made on such due date (and, for the avoidance of doubt, no interest will accrue on such payment as a result of the related delay). Solely for purposes of the immediately preceding sentence, a

day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a “Business Day.”

(D) Special Provision for Global Notes. If the first date on which any Additional Interest or Special Interest begins to accrue on a

Global Note is on or after the fifth (5th) Business Day before a Regular Record Date and before the next Interest Payment Date, then, notwithstanding anything to the contrary in this Indenture or the Notes, the amount thereof accruing in respect of

the period from, and including, such first date to, but excluding, such Interest Payment Date will not be payable on such Interest Payment Date but will instead be deemed to accrue (without duplication) entirely on such Interest Payment Date (and,

for the avoidance of doubt, no interest will accrue as a result of the related delay).

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Section 2.06 REGISTRAR, PAYING AGENT AND

EXCHANGE AGENT.

(A) Generally. The Company will maintain (i) an office or agency in the

continental United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental United States where Notes may be presented for payment (the

“Paying Agent”); and (iii) an office or agency in the continental United States where Notes may be presented for Exchange (the “Exchange Agent”). The Company hereby designates the Corporate Trust Office of

the Trustee as such office. If the Company fails to maintain a Registrar, Paying Agent or Exchange Agent, then the Trustee will act as such and will receive compensation therefor in accordance with this Indenture and any other agreement between the

Trustee and the Company. For the avoidance of doubt, the Company or any of its Subsidiaries may act as Registrar, Paying Agent or Exchange Agent. Notwithstanding anything to the contrary in this Section 2.06(A), each of the

Registrar, Paying Agent and Exchange Agent with respect to any Global Note must at all times be a Person that is eligible to act in that capacity under the Depositary Procedures.

(B) Duties of the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses of the

Holders, the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and Exchange of Notes. Absent manifest error, the entries in the Register will be conclusive and the Company and the Trustee may treat each Person whose name

is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being converted into written form reasonably promptly.

Agents. The Company may appoint one or more co-Registrars, co-Paying Agents and co-Exchange Agents, each of whom will be

deemed to be a Registrar, Paying Agent or Exchange Agent, as applicable, under this Indenture. Subject to Section 2.06(A), the Company may change any Registrar, Paying Agent or Exchange Agent (including appointing itself or

any of its Subsidiaries to act in such capacity) without notice to any Holder. The Company will notify the Trustee in writing (and, upon request, any Holder) of the name and address of each Note Agent, if any, not a party to this Indenture and will

enter into an appropriate agency agreement with each such Note Agent, which agreement will implement the provisions of this Indenture that relate to such Note Agent.

(D) Initial Appointments. The Company appoints the Trustee as, and designates its corporate trust office identified in

Section 12.01 (as the same exists on the Issue Date) in the continental United States as the office for, the initial Paying Agent, the initial Registrar and the initial Exchange Agent, or such other address as the Trustee

may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (the “Corporate Trust Office”). In acting in its capacity as Note Agent under this Indenture and

in connection with the Notes, the Trustee in such capacities will act solely as an agent of the Company and will not assume any obligations towards or relationship of agency or trust for or with any Holder.

Section 2.07 PAYING AGENT AND EXCHANGE AGENT TO

HOLD PROPERTY IN TRUST.

The Company will require each Paying Agent or

Exchange Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the Notes; and

(B) notify the Trustee in writing of any default by the Company in making any such payment or delivery. The Company, at any time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Exchange Agent to pay or

deliver, as applicable, all money and other property held by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the Company or any of its Subsidiaries) will have no further liability for such money or

property. If the Company or any of its Subsidiaries acts as Paying Agent or Exchange Agent, then (A) it will segregate and hold in a separate trust fund for the benefit of the Holders or the Trustee all money and other property held by it as

Paying Agent or Exchange Agent; and (B) references in this Indenture or the Notes to the Paying Agent or Exchange Agent holding cash or other property, or to the delivery of cash or other property to the Paying Agent or Exchange Agent, in each

case for payment or delivery to any Holders or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property

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so segregated and held separately, or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence of any event pursuant to clause (x) or

(xi) of Section 7.01(A) with respect to the Company (or with respect to any Subsidiary of the Company acting as Paying Agent or Exchange Agent), the Trustee will serve as the Paying Agent or Exchange Agent, as

applicable, for the Notes.

Section 2.08 HOLDER LISTS.

If the Trustee is not the Registrar, then the Company will furnish to the Trustee, no later than seven (7) Business Days before each

Interest Payment Date, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably require, of the names and addresses of the Holders.

Section 2.09 LEGENDS.

(A) Global Note Legend. Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with this Indenture,

required by the Depositary for such Global Note).

(B) Non-Affiliate Legend. Each Note will

bear the Non-Affiliate Legend.

of this Indenture,

(i) each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and

(ii) if a Note is issued in exchange for, in substitution of, or to effect a partial Exchange of, another Note (such other Note

being referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Section 2.10(B), 2.10(C), 2.11 or 2.12, then such Note will

bear the Restricted Note Legend if such old Note bore the Restricted Note Legend at the time of such exchange or substitution, or on the related Exchange Date with respect to such Exchange, as applicable; provided, however, that such

Note need not bear the Restricted Note Legend if such Note does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Exchange Date, as applicable.

(D) Other Legends. A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required by applicable law

or by any securities exchange or automated quotation system on which such Note is traded or quoted.

(E) Acknowledgment and Agreement

by the Holders. A Holder’s acceptance of any Note bearing any legend required by this Section 2.09 will constitute such Holder’s acknowledgment of, and agreement to comply with, the restrictions set forth in

such legend.

(F) Restricted Stock Legend.

(i) Each Exchange Share will, upon its issuance, bear the Restricted Stock Legend if it is a Transfer-Restricted Security at

such time; provided, however, that such Exchange Share need not bear the Restricted Stock Legend if the Company determines, in its reasonable discretion, that such Exchange Share need not bear the Restricted Stock Legend.

(ii) Notwithstanding anything to the contrary in this Section 2.09(F), an Exchange Share need not

bear a Restricted Stock Legend if such Exchange Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company takes measures (including the assignment thereto of a “restricted” CUSIP

number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in the Restricted Stock Legend.

Section 2.10

TRANSFERS AND EXCHANGES; CERTAIN TRANSFER RESTRICTIONS.

(A) Provisions Applicable to All Transfers and Exchanges.

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(i) Generally. Subject to this

Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange in the Register.

(ii) Transferred and Exchanged Notes Remain Valid Obligations of the Company. Each Note issued upon transfer or exchange

of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligation of the Company,

evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion thereof, as applicable.

(iii) No Services Charge; Transfer Taxes. The Company, the Parent Guarantor, the Trustee and the Note Agents will not

impose any service charge on any Holder for any transfer, exchange or Exchange of Notes, but the Company, the Parent Guarantor, the Trustee, the Registrar and/or the Exchange Agent may require payment of a sum sufficient to cover any transfer tax or

similar governmental charge that may be imposed in connection with any transfer, exchange or Exchange of Notes, other than exchanges pursuant to Section 2.11, 2.16 or 8.05 not involving any transfer.

(iv) Transfers and Exchanges Must Be in Authorized Denominations. Notwithstanding anything to the contrary in this

Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized Denomination.

(v) Trustee’s Disclaimer. The Trustee will have no obligation or duty to monitor, determine or inquire as to

compliance with any transfer restrictions imposed under this Indenture or applicable law with respect to any Security, other than to require the delivery of such certificates or other documentation or evidence as expressly required by this Indenture

and to examine the same to determine substantial compliance as to form with the requirements of this Indenture. Neither the Trustee nor any of its agents will have any responsibility for any actions taken or not taken by the Depositary. The Trustee

(including in its capacity as a Note Agent) will have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the

Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any

notice (including any Redemption Notice or Fundamental Change Repurchase Notice) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All payments to be made to Holders in respect

of the Notes will be given or made only to or upon the order of the registered Holders (which is the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note will be exercised only through the

Depositary subject to the applicable Depositary Procedures. The Trustee (including in its capacity as a Note Agent) may rely and will be fully protected in relying upon information furnished by the Depositary with arespect to its members,

participants and any beneficial owners.

(vi) Legends. Each Note issued upon transfer of, or in exchange for,

another Note will bear each legend, if any, required by Section 2.09.

(vii) Settlement of

Transfers and Exchanges. Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event

later than the second (2nd) Business Day after the date of such satisfaction.

(viii) Interpretation. For the

avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of

removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such

Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

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(ix) Limitation on De-Legending Notes. Notwithstanding anything to

the contrary in this Indenture or the Notes, the Company, in its sole and absolute discretion, may refuse to reissue any Note without a Restricted Note Legend or to cause any Note to be identified by an “unrestricted” CUSIP number or

similar identifier.

(B) Transfers and Exchanges of Global Notes.

(i) Certain Restrictions. Subject to the immediately following sentence, no Global Note may be transferred or exchanged

in whole except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (z) by the Depositary or any such nominee to a successor Depositary

or a nominee of such successor Depositary. No Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global Note will be exchanged, pursuant to customary procedures, for

one or more Physical Notes if:

(1) (x) the Depositary notifies the Company or the Trustee that the Depositary is unwilling

or unable to continue as depositary for such Global Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and, in each case, the Company fails to appoint a successor

Depositary within ninety (90) days of such notice or cessation;

(2) an Event of Default has occurred and is

continuing and the Company, the Trustee or the Registrar has received a written request from the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial interest, as applicable, for one

or more Physical Notes; or

(3) the Company, in its sole discretion, permits the exchange of any beneficial interest in

such Global Note for one or more Physical Notes at the request of the owner of such beneficial interest.

(ii) Effecting

Transfers and Exchanges. Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Global Note (or any portion thereof):

(1) the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the

“Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note having a principal amount of zero, then the Company may (but is not required to) instruct the

Trustee in writing to cancel such Global Note pursuant to Section 2.14);

(2) if required to

effect such transfer or exchange, then the Trustee will reflect any resulting increase of the principal amount of any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such other

Global Note;

(3) if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and

upon receipt of a Company Order, the Trustee will authenticate, in each case in accordance with Section 2.02, a new Global Note bearing each legend, if any, required by Section 2.09; and

(4) if such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more

Physical Notes, then the Company will issue, execute and deliver, and upon receipt of a Company Order, the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that

(x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Global Note to be so exchanged; (y) are registered in such name(s) as the Depositary specifies (or as otherwise determined

pursuant to customary procedures); and (z) bear each legend, if any, required by Section 2.09.

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(iii) Compliance with Depositary Procedures. Each transfer or

exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.

Exchanges of Physical Notes.

(i) Requirements for Transfers and Exchanges. Subject to this

Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion

thereof in an Authorized Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and

(z) if then permitted by the Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest in one or more Global Notes; provided, however, that, to

effect any such transfer or exchange, such Holder must:

(1) surrender such Physical Note to be transferred or exchanged to

the Corporate Trust Office of the Registrar, together with any endorsements or transfer instruments reasonably required by the Company, the Trustee or the Registrar; and

(2) deliver such certificates, documentation or evidence as may be required pursuant to

Section 2.10(D).

(ii) Effecting Transfers and Exchanges. Upon the satisfaction of the

requirements of this Indenture to effect a transfer or exchange of any Physical Note (such Physical Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii)) of a Holder (or any

portion of such old Physical Note in an Authorized Denomination):

(1) such old Physical Note will be promptly cancelled

pursuant to Section 2.14;

(2) if such old Physical Note is to be so transferred or exchanged

only in part, then the Company will issue, execute and deliver, and upon receipt of a Company Order, the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are

in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if

any, required by Section 2.09;

(3) in the case of a transfer:

(a) to the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to

be so transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note”

forming part of such Global Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred, and which Global Note(s) bear each legend, if any, required by Section 2.09;

provided, however, that if such transfer cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if any, required by Section 2.09 then

exist, because any such increase will result in any Global Note having an aggregate principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise), then the Company will issue, execute and deliver, and

upon receipt of a Company Order, the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount

equal to the principal amount that is to be so transferred but that is not effected by notation as provided above; and (y) bear each legend, if any, required by Section 2.09; and

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(b) to a transferee that will hold its interest in such old Physical Note

(or such portion thereof) to be so transferred in the form of one or more Physical Notes, the Company will issue, execute and deliver, and upon receipt of a Company Order, the Trustee will authenticate, in each case in accordance with

Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; (y) are registered in the name of such

transferee; and (z) bear each legend, if any, required by Section 2.09; and

(4) in the case

of an exchange, the Company will issue, execute and deliver, and upon receipt of a Company Order, the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in

Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Note was registered; and (z) bear each legend, if any,

required by Section 2.09.

(D) Requirement to Deliver Documentation and Other Evidence. Subject to

Section 2.10(A)(ix), if a Holder of any Note that is identified by a “restricted” CUSIP number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:

(i) cause such Note to be identified by an “unrestricted” CUSIP number;

(ii) remove such Restricted Note Legend; or

(iii) register the transfer of such Note to the name of another Person,

then the Company, the Parent Guarantor, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless

there is delivered to the Company, the Parent Guarantor, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Parent Guarantor, the Trustee and the Registrar may reasonably require for the Company to

determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; provided, however, that, without limiting Section 2.10(E), no such

certificates, documentation or evidence (other than a written request in the form contemplated by Section 2.10(E)) need be so delivered with respect to any transfer pursuant to Rule 144 on or after the date that is six

(6) months after the Last Date of Original Issuance of such Note if the requirements of Rule 144(c) are then satisfied with respect to the Company.

(E) Certain De-Legending Procedures. Subject to Section 2.10(A)(ix), if a Holder of any Note or share of

Common Stock issued upon Exchange of any Note, or an owner of a beneficial interest in any Global Note, or in a global certificate representing any share of Common Stock issued upon Exchange of any Note, transfers such Note or share in compliance

with Rule 144 and delivers to the Company a written request in customary form (including a certification that it is not, and has not been at any time during the preceding three (3) months, an Affiliate of the Company) to reissue such Note or

share without a Restricted Note Legend or Restricted Stock Legend, as applicable, then the Company will use commercially reasonable efforts to cause the same to occur (and, if applicable, cause such Note or share to thereafter be represented by an

“unrestricted” CUSIP or ISIN number in the facilities of the related depositary).

(F) Transfers of Notes Subject to

Redemption, Repurchase or Exchange. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company, the Parent Guarantor, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note

that (i) has been surrendered for Exchange, except to the extent that any portion of such Note is not subject to Exchange; (ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to

Section 4.02(F), except to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental Change Repurchase Price when due; or (iii) has been selected for

Redemption pursuant to a Redemption Notice, except to the extent that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.

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Section 2.11 EXCHANGE AND CANCELLATION

OF NOTES TO BE EXCHANGED OR TO BE REPURCHASED PURSUANT TO A

REPURCHASE UPON FUNDAMENTAL CHANGE OR REDEMPTION.

(A) Partial Exchanges of Physical Notes and Partial Repurchases of Physical Notes Pursuant to a Repurchase Upon Fundamental Change or

Redemption. If only a portion of a Physical Note of a Holder is to be Exchanged pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such Physical

Note is surrendered for such Exchange or repurchase, as applicable, the Company will cause such Physical Note to be exchanged, pursuant and subject to Section 2.10(C), for (i) one or more Physical Notes that are in

Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so Exchanged or repurchased, as applicable, and deliver such Physical Note(s) to such Holder; and (ii) a

Physical Note having a principal amount equal to the principal amount to be so Exchanged or repurchased, as applicable, which Physical Note will be Exchanged or repurchased, as applicable, pursuant to the terms of this Indenture; provided, however,

that the Physical Note referred to in this clause (ii) need not be issued at any time after which such principal amount subject to such Exchange or repurchase, as applicable, is deemed to cease to be outstanding pursuant to

Section 2.17.

(B) Cancellation of Notes that Are Exchanged and Notes that Are Repurchased Pursuant to a

Repurchase Upon Fundamental Change or Redemption.

(i) Physical Notes. If a Physical Note (or any portion thereof

that has not theretofore been exchanged pursuant to Section 2.11(A)) of a Holder is to be Exchanged pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly

after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding pursuant to Section 2.17 and the time such Physical Note is surrendered for such Exchange or repurchase, as applicable,

(1) such Physical Note will be cancelled pursuant to Section 2.14; and (2) in the case of a partial Exchange or repurchase, as applicable, the Company will issue, execute and deliver to such Holder, and upon

receipt of a Company Order, the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal

to the principal amount of such Physical Note that is not to be so Exchanged or repurchased, as applicable; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by

Section 2.09.

(ii) Global Notes. If a Global Note (or any portion thereof) is to be

Exchanged pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed to cease to be outstanding pursuant to

Section 2.17, the Trustee will reflect a decrease of the principal amount of such Global Note in an amount equal to the principal amount of such Global Note to be so Exchanged or repurchased, as applicable, by notation on

the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to

Section 2.14).

Section 2.12 REPLACEMENT NOTES.

If a Holder of any Note claims that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and

deliver, and upon receipt of a Company Order, the Trustee will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender to the Trustee of such mutilated Note, or upon delivery to the

Trustee of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Trustee and the Company. The Company may charge the Holder of a Note for the Company’s and the Trustee’s expenses in replacing such Note

pursuant to this Section 2.12. In addition, in the case of a lost, destroyed or wrongfully taken Note, the Company and/or the Trustee may require the Holder thereof to provide such security and/or indemnity that is

satisfactory to the Company and the Trustee to protect the Company and the Trustee from any loss that any of them may suffer if such Note is replaced.

Every replacement Note issued pursuant to this Section 2.12 will be an additional obligation of the Company and will

be entitled to all of the benefits of this Indenture equally and ratably with all other Notes issued under this Indenture, regardless of whether the related lost, destroyed or wrongfully taken Note is at any time enforceable by any Person.

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Section 2.13 REGISTERED HOLDERS; CERTAIN

RIGHTS WITH RESPECT TO GLOBAL NOTES.

Only

the Holder of a Note will have rights under this Indenture as the owner of such Note. Without limiting the generality of the foregoing, Depositary Participants will have no rights as such under this Indenture with respect to any Global Note held on

their behalf by the Depositary or its nominee, or by the Trustee as its custodian, and the Company, the Parent Guarantor, the Trustee and the Note Agents, and their respective agents, may treat the Depositary as the absolute owner of such Global

Note for all purposes whatsoever; provided, however, that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Notes through

Depositary Participants, to take any action that such Holder is entitled to take with respect to such Global Note under this Indenture or the Notes; and (B) the Company and the Trustee, and their respective agents, may give effect to any

written certification, proxy or other authorization furnished by the Depositary.

Section 2.14 CANCELLATION.

The Company may at any time deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent and the Exchange Agent will forward

to the Trustee each Note duly surrendered to them for transfer, exchange, payment or Exchange. The Trustee will promptly cancel all Notes so surrendered to it in accordance with its customary procedures. Without limiting the generality of

Section 2.03(B), the Company may not originally issue new Notes to replace Notes that it has paid or that have been cancelled upon transfer, exchange, payment or Exchange.

Section 2.15 NOTES HELD BY THE COMPANY OR ITS

AFFILIATES.

Without limiting the generality of Section 2.17, in determining whether the

Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided, however, that, for

purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

Section 2.16 TEMPORARY NOTES.

Until definitive Notes are ready for delivery, the Company may issue, execute and deliver, and upon receipt of a Company Order, the Trustee

will authenticate, in each case in accordance with Section 2.02, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for

temporary Notes. The Company will promptly prepare, issue, execute and deliver, and upon receipt of a Company Order, the Trustee will authenticate, in each case in accordance with Section 2.02, definitive Notes in exchange

for temporary Notes. Until so exchanged, each temporary Note will in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.17 OUTSTANDING NOTES.

(A) Generally. The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly executed

and authenticated, excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee for cancellation in accordance with Section 2.14; (ii) assigned a

principal amount of zero by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid in full (including upon Exchange) in accordance with this

Indenture; or (iv) deemed to cease to be outstanding to the extent provided in, and subject to, clause (B), (C) or (D) of this Section 2.17.

(B) Replaced Notes. If a Note is replaced pursuant to Section 2.12, then such Note will cease to be

outstanding at the time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a “bona fide purchaser” under applicable law.

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Redemption Date, a Fundamental Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change Repurchase Price or principal amount, respectively, together, in each case,

with the aggregate interest, in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or repurchased, or that mature, on such date will be deemed,

as of such date, to cease to be outstanding, except to the extent provided in Section 4.02(D), 4.03(H) or 5.02(D); and (ii) the rights of the Holders of such Notes (or such portions thereof), as such,

will terminate with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable, of, and accrued and unpaid interest on, such Notes

(or such portions thereof), in each case as provided in this Indenture.

(D) Notes to Be Exchanged. At the Close of Business on the

Exchange Date for any Note (or any portion thereof) to be Exchanged, such Note (or such portion) will (unless there occurs a Default in the delivery of the Exchange Consideration or interest due, pursuant to Section 5.03(B)

or Section 5.02(D), upon such Exchange) be deemed to cease to be outstanding, except to the extent provided in Section 5.02(D) or Section 5.08.

(E) Cessation of Accrual of Interest. Except as provided in Section 4.02(D), 4.03(H) or

5.02(D), interest will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.17, to cease to be outstanding, unless there occurs a Default in the payment or

delivery of any cash or other property due on such Note.

Section 2.18 REPURCHASES BY THE

COMPANY.

Without limiting the generality of Section 2.14, the Company, the Parent Guarantor

or their respective Subsidiaries may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

Section 2.19 CUSIP AND ISIN NUMBERS.

The Company may use one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such CUSIP

or ISIN number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation as to the correctness or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will

not be affected by any defect in, or omission of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee of any change in the CUSIP or ISIN number(s) identifying any Notes.

Article 3 COVENANTS

Section 3.01

PAYMENT ON NOTES.

(A) Generally. The Company will pay or cause to be paid all the

principal of, the Fundamental Change Repurchase Price and Redemption Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture.

(B) Deposit of Funds. Before 11:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or Interest

Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit, or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient

to pay the cash amount due on the applicable Notes on such date; provided, however, that to the extent any such deposit is received by the Paying Agent after 11:00 A.M., New York City time, on any Redemption Date, Fundamental Change

Repurchase Date or Interest Payment Date, such deposit will be deemed deposited on the next Business Day. The Paying Agent will return to the Company, as soon as practicable, any money not required for such purpose.

Section 3.02 EXCHANGE ACT REPORTS.

(A) Generally. The Company will send to the Trustee copies of all reports that the Parent Guarantor is required to file with the SEC

pursuant to Section 13(a) or 15(d) of the Exchange Act (other than Form 8-K reports) within fifteen (15) calendar days after the date that the Parent Guarantor is required to file the same (after

giving effect

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to all applicable grace periods under the Exchange Act); provided, however, that the Company need not send to the Trustee any material for which the Parent Guarantor has received,

or is seeking in good faith and has not been denied, confidential treatment by the SEC. Any such report that the Parent Guarantor files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Trustee at the

time such report is so filed via the EDGAR system (or such successor). Upon the request of any Holder, the Trustee will provide to such Holder a copy of any report that the Company has sent the Trustee pursuant to this

Section 3.02(A), other than a report that is deemed to be sent to the Trustee pursuant to the preceding sentence.

The “grace periods” referred to in the preceding paragraph with respect to any report will include the maximum period afforded by

Rule 12b-25 (or any successor rule thereto) under the Exchange Act regardless of whether the Parent Guarantor files, or indicates in the related Form 12b-25 (or any

successor form thereto) that Parent Guarantor expects to or will file, such report before the expiration of such maximum period. For the avoidance of doubt, if the Parent Guarantor fails to file with the SEC any report pursuant to Section 13(a)

or 15(d) of the Exchange Act (other than Form 8-K reports) on or before the date that the Parent Guarantor is required to file the same (after giving effect to all applicable grace periods under the Exchange

Act), then such failure will not constitute a Default with respect to the covenant set forth in this Section 3.02(A) at any time before the lapsing of the fifteen (15) calendar days referred to in the first sentence of

this Section 3.02(A).

(B) Trustee’s Disclaimer. The Trustee need not determine whether the Parent

Guarantor has filed any material via the EDGAR system (or such successor). The sending or filing of reports pursuant to Section 3.02(A) will not be deemed to constitute actual or constructive notice to the Trustee of any

information contained, or determinable from information contained, therein, including the Company’s or the Parent Guarantor’s compliance with any of its covenants under this Indenture.

Section 3.03 RULE 144A INFORMATION.

At any time when any Notes or shares of Common Stock issuable upon Exchange of the Notes are outstanding and constitute “restricted

securities” (as defined in Rule 144), the Company and the Parent Guarantor (or any of their successors, as applicable) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of

such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares pursuant to Rule 144A, but only to the extent the same is required for such Notes or

shares to be eligible for resale pursuant to Rule 144A.

Section 3.04 ADDITIONAL INTEREST.

(A) Accrual of Additional Interest. Additional Interest, if any, will accrue on any Note on each day, and in the circumstances, set

forth in the Registration Rights Agreement, if any, relating to such Note. For the avoidance of doubt, no Additional Interest will accrue on any Notes issued pursuant to Section 2.03(B) and with respect to which no

Registration Rights Agreement has been executed and delivered.

(B) Amount and Payment of Additional Interest. Any Additional

Interest that accrues on a Note pursuant to Section 3.04(A) will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one quarter of one

percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Additional Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided,

however, that in no event will Additional Interest, together with any Special Interest, accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Additional Interest

that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any Special Interest that accrues on such Note.

(C) Notice of Accrual of Additional Interest; Trustee’s Disclaimer. The Company will deliver a written notice to the Holder of

each Note (or, in the case of Additional Interest accruing on a portion (and not the entire principal amount) of any outstanding Global Note in accordance with the Registration Rights Agreement for such Global Note, to the applicable beneficial

holder(s) of such Global Note (as identified in the related Notice and Questionnaire(s))), and to the Trustee, of the commencement and termination of any period in which Additional Interest accrues on such Note. In addition, if Additional Interest

accrues on any Note, then, no later than five (5) Business Days before each

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date on which such Additional Interest is to be paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to

pay Additional Interest on such Note on such date of payment; and (ii) the amount of such Additional Interest that is payable on such date of payment. Each of the Trustee and the Paying Agent (x) will have no duty or obligation to

determine whether any Additional Interest is payable or the amount thereof; and (y) may assume (without inquiry) that no Additional Interest is payable unless and until the Company delivers such Officer’s Certificate.

(D) Notice of 3(a)(9) Period. The Company will deliver a written notice to the Holder of each Note and to the Trustee as soon as

reasonably practicable after the Company and the Parent Guarantor determine that a 3(a)(9) Period has commenced or terminated. In connection with any such notice, the Company or the Parent Guarantor will, substantially concurrently, either post

notice of such commencement or termination, as applicable, on the Company’s or the Parent Guarantor’s website or disclose the same in a current report on Form 8-K (or any successor form) that is

filed with, or furnished to, the SEC.

Section 3.05 MATURITY PREMIUM.

(A) Generally. If (i) a Note is Exchanged with an Exchange Date that is after November 1, 2030; (ii) the Exchange

Consideration for such Exchange includes any whole share(s) of Common Stock; and (iii) a Registration Default Event occurs or is continuing with respect to such share(s) at any time during the period after the Regular Record Date immediately

preceding the Maturity Date and on or before the Maturity Date (or, if the Maturity Date is not a Business Day, the next Business Day), then, subject to Section 2.04(A), the interest payment due on such Note in respect of

the Interest Payment Date occurring on the Maturity Date will be increased by a cash amount (such cash amount, the “Maturity Premium”) equal to three percent (3%) of the principal amount of such Note; provided, however,

that no Maturity Premium will be payable in respect of any note if a 3(a)(9) Period is in effect continuously throughout the period after the Regular Record Date immediately preceding the Maturity Date and on or before the Maturity Date (or, if the

Maturity Date is not a Business Day, the next Business Day). For the avoidance of doubt, (i) the Maturity Premium, if any, will be payable in the same manner as the interest payment due in respect of the Interest Payment Date occurring on the

Maturity Date; and (ii) accordingly, if a Maturity Premium is payable with respect to any Note, then, pursuant to Section 5.02(D), all Holders of such Note as of the Close of Business on the Regular Record Date

immediately before the Maturity Date will receive such Maturity Premium regardless of whether such Notes have been Exchanged after such Regular Record Date. The payment of the Maturity Premium (together, if applicable, with any Additional Interest

accrued and payable) will be the exclusive remedy available to the holder of such Note in respect of such Registration Default Event.

(B)

Notice of Maturity Premium; Trustee’s Disclaimer. The Company will promptly deliver a written notice to the Holder of each Note, and to the Trustee, of the occurrence of any event obligating the Company to pay a Maturity Premium on such

Note. Neither the Trustee nor the Paying Agent will have any duty or obligation to determine and/or verify whether any Maturity Premium is payable or the amount thereof.

Section 3.06 COMPLIANCE AND DEFAULT CERTIFICATES.

(A) Annual Compliance Certificate. Within ninety (90) days after the last day of each fiscal year of the Company, beginning with

the first such fiscal year ending after the date of this Indenture, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company and its

Subsidiaries during such fiscal year with a view towards determining whether any Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default has occurred or is continuing (and, if so, describing all such Defaults and

what action the Company is taking or proposes to take with respect thereto).

(B) Default Certificate. If a Default occurs, then

the Company will, within thirty (30) days after its first occurrence, deliver an Officer’s Certificate to the Trustee describing the same and what action the Company is taking or proposes to take with respect thereto; provided,

however, that the Company will not be required to deliver such Officer’s Certificate at any time after such Default is cured or waived.

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Section 3.07 STAY, EXTENSION AND USURY

LAWS.

To the extent that it may lawfully do so, the Company (A) agrees that 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 or whenever enacted or in force) that may affect the covenants or the performance of this Indenture; and (B) expressly

waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee by this Indenture, but will suffer and permit the execution of every

such power as though no such law has been enacted.

Section 3.08 ACQUISITION OF NOTES

BY THE COMPANY AND ITS AFFILIATES.

Without

limiting the generality of Section 2.17, Notes that the Company, the Parent Guarantor or any of their respective Subsidiaries have purchased or otherwise acquired will be deemed to remain outstanding (except to the extent

provided in Section 2.15) until such time as such Notes are delivered to the Trustee for cancellation.

Article 4 REPURCHASE AND REDEMPTION

Section 4.01 NO SINKING FUND.

No sinking fund is required to be provided for the Notes.

Section 4.02 RIGHT OF HOLDERS TO REQUIRE THE

COMPANY TO REPURCHASE NOTES UPON A FUNDAMENTAL CHANGE.

(A) Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this

Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any

portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

(B) Repurchase Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has

not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including as a result of the payment of the related Fundamental Change Repurchase Price, and any related interest pursuant to the

proviso to the first sentence of Section 4.02(D), on such Fundamental Change Repurchase Date), then (i) the Company may not repurchase any Notes pursuant to this Section 4.02; and

(ii) the Company will cause any Notes theretofore surrendered for such Repurchase Upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to

the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).

(C) Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the

Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).

(D) Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon

Fundamental Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change;

provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record

Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such

Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental

Change

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Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date is

not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on

Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and

(y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.

(E) Fundamental Change Notice. On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change, the

Company will send to each Holder, the Trustee, the Exchange Agent and the Paying Agent a notice of such Fundamental Change (a “Fundamental Change Notice”).

Such Fundamental Change Notice must state:

(i) briefly, the events causing such Fundamental Change;

(ii) the effective date of such Fundamental Change;

(iii) the procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this

Section 4.02, including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change Repurchase Notice;

(iv) the Fundamental Change Repurchase Date for such Fundamental Change;

(v) the Fundamental Change Repurchase Price per $1,000 principal amount of Notes for such Fundamental Change (and, if such

Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to the first sentence of

Section 4.02(D));

(vi) the name and address of the Paying Agent and the Exchange Agent;

(vii) the Exchange Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any

adjustments to the Exchange Rate that may result from such Fundamental Change (including pursuant to Section 5.07);

(viii) that Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be

delivered to the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;

(ix) that Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered

may be Exchanged only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Indenture; and

(x)

the CUSIP and ISIN numbers, if any, of the Notes.

Neither the failure to deliver a Fundamental Change Notice nor any defect in a

Fundamental Change Notice will limit the Fundamental Change Repurchase Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.

(F) Procedures to Exercise the Fundamental Change Repurchase Right.

(i) Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change

Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

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(1) before the Close of Business on the Business Day immediately before the

related Fundamental Change Repurchase Date (or such later time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and

(2) such Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is a Global

Note).

The Paying Agent will promptly deliver to the Company a copy of each Fundamental Change Repurchase Notice that it receives.

(ii) Contents of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to a Note

must state:

(1) if such Note is a Physical Note, the certificate number of such Note;

(2) the principal amount of such Note to be repurchased, which must be an Authorized Denomination; and

(3) that such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note;

provided, however, that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the

Depositary Procedures (and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

(iii) Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase

Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related

Fundamental Change Repurchase Date. Such withdrawal notice must state:

(1) if such Note is a Physical Note, the

certificate number of such Note;

(2) the principal amount of such Note to be withdrawn, which must be an Authorized

Denomination; and

(3) the principal amount of such Note, if any, that remains subject to such Fundamental Change

Repurchase Notice, which must be an Authorized Denomination;

provided, however, that if such Note is a Global Note, then

such withdrawal notice must comply with the Depositary Procedures (and any such withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

Upon receipt of any such withdrawal notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly

deliver a copy of such withdrawal notice to the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion thereof in accordance with Section 2.11, treating such Note as having

been then surrendered for partial repurchase in the amount set forth in such withdrawal notice as remaining subject to repurchase) to be returned to the Holder thereof (or, if applicable with respect to any Global Note, cancel any instructions for

book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Note in accordance with the Depositary Procedures).

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(G) Payment of the Fundamental Change Repurchase Price. Without limiting the

Company’s obligation to deposit the Fundamental Change Repurchase Price within the time prescribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to

be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the

Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the

case of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to the first sentence of Section 4.02(D) on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be

paid pursuant to such proviso regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G).

(H) Third Party May Conduct Repurchase Offer In Lieu of the Company. Notwithstanding anything to the contrary in this

Section 4.02, the Company will be deemed to satisfy its obligations under this Section 4.02 if (i) one or more third parties conduct any Repurchase Upon Fundamental Change and related offer to

repurchase Notes otherwise required by this Section 4.02 in a manner that would have satisfied the requirements of this Section 4.02 if conducted directly by the Company; and (ii) an owner of

a beneficial interest in any Note repurchased by such third party or parties will not receive a lesser amount (as a result of withholding or other similar taxes) than such owner would have received had the Company repurchased such Note.

(I) No Requirement to Conduct an Offer to Repurchase Notes if the Fundamental Change Results in the Notes Becoming Exchangeable into an

Amount of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary in this Section 4.02, the Company will not be required to send a Fundamental Change Notice pursuant to

Section 4.02(E), or offer to repurchase or repurchase any Notes pursuant to this Section 4.02, in connection with a Common Stock Change Event that constitutes a Fundamental Change pursuant to

clause (B)(ii) of the definition thereof (regardless of whether such Common Stock Change Event also constitutes a Fundamental Change pursuant to any other clause of such definition), if (i) the Reference Property of such Common Stock

Change Event consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become Exchangeable, pursuant to Section 5.09(A) and, if applicable,

Section 5.07, into consideration that consists solely of U.S. dollars in an amount per $1,000 aggregate principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 aggregate principal

amount of Notes (calculated assuming that the same includes accrued and unpaid interest to, but excluding, the latest possible Fundamental Change Repurchase Date for such Fundamental Change); and (iii) the Company timely sends the notice

relating to such Fundamental Change required pursuant to Section 5.01(C)(i)(3)(b) and includes, in such notice, a statement that the Company is relying on this Section 4.02(I).

(J) Compliance with Applicable Securities Laws. To the extent applicable, the Company will comply, in all material respects, with all

federal and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and

filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental Change in the manner set forth in this Indenture; provided, however, that, to the extent that the Company’s

obligations pursuant to this Section 4.02 conflict with any law or regulation that is applicable to the Company and enacted after the Issue Date, the Company’s compliance with such law or regulation will not be

considered to be a Default of such obligations.

(K) Repurchase in Part. Subject to the terms of this

Section 4.02, Notes may be repurchased pursuant to a Repurchase Upon Fundamental Change in part, but only in Authorized Denominations. Provisions of this Section 4.02 applying to the repurchase of

a Note in whole will equally apply to the repurchase of a permitted portion of a Note.

Section 4.03 RIGHT OF

THE COMPANY TO REDEEM THE NOTES.

(A) No

Right to Redeem Before August 6, 2029 Except Pursuant to a Cleanup Redemption or REIT Preservation Redemption. The Company may not redeem the Notes at its option pursuant to this Section 4.03 at any

time before August 6, 2029, except pursuant to a Cleanup Redemption or REIT Preservation Redemption.

(B) Right to Redeem the

Notes on or After August 6, 2029. Subject to the terms of this Section 4.03 (including Section 4.03(E)), the Company has the right, at its election, to redeem all, or any

portion in an Authorized Denomination, of the Notes, at any time, and from time to time, on a Redemption Date on or after August 6, 2029 and

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on or before the sixtieth (60th) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if (i) the Liquidity Conditions

have been satisfied; and (ii) the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Exchange Price on (x) each of at least twenty (20) Trading Days (whether or not consecutive)

during the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the Redemption Notice Date for such Redemption; and (y) the Trading Day immediately before such Redemption Notice Date. For the

avoidance of doubt, the calling of any Notes for Redemption pursuant to the preceding sentence will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to clause (B) of the definition thereof.

(C) Cleanup Redemption. Subject to the other terms of this Section 4.03, and without limiting the Company’s right to redeem

any Notes pursuant to Section 4.03(B) or Section 4.03(D), the Company will have the right, at its election, to redeem all, but not less than all, of the Notes at any time, on a Redemption Date on or before the sixtieth (60th) Scheduled

Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price, if (i) the Liquidity Conditions have been satisfied; and (ii) the aggregate principal amount of the Notes that remains outstanding

as of the Redemption Notice Date is less than ten percent (10%) of the aggregate principal amount of the Notes initially issued under this Indenture (including any additional Notes issued pursuant to the Initial Purchasers’ option to purchase

additional Notes). For the avoidance of doubt, the calling of any Notes for Cleanup Redemption will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to clause (B) of the definition thereof.

(D) REIT Preservation Redemption. Subject to the terms of this Section 4.03 (including

Section 4.03(E)), and without limiting the Company’s right to redeem any Notes pursuant to Section 4.03(B) or Section 4.03(C), the Company has the right, at its election,

to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time, and from time to time, for a cash purchase price equal to the Redemption Price, to the extent necessary to preserve the Parent Guarantor’s status as a real

estate investment trust for U.S. federal income tax purposes, as reasonably determined by the Parent Guarantor’s Board of Directors, provided the Liquidity Conditions have been satisfied. For the avoidance of doubt, the calling of any

Notes for Redemption pursuant to the preceding sentence will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to clause (B) of the definition thereof.

(E) Partial Redemption Limitation. The Company will not call less than all of the outstanding Notes for Provisional Redemption or REIT

Preservation Redemption unless the excess of the principal amount of Notes outstanding as of the time the Company sends the related Redemption Notice over the aggregate principal amount of Notes set forth in such Redemption Notice as being subject

to such Redemption is at least one hundred million dollars ($100,000,000).

(F) Redemption Prohibited in Certain Circumstances. If

the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption Price, and any related interest pursuant to the

proviso to the first sentence of Section 4.03(H), on such Redemption Date), then (i) the Company may not call for Redemption or otherwise redeem any Notes pursuant to this Section 4.03; and

(ii) the Company will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee

or the Paying Agent of the applicable beneficial interests in such Notes in accordance with the Depositary Procedures).

(G) Redemption

Date. The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is no more than eighty-five (85), nor less than sixty-five (65), Scheduled Trading Days after the Redemption Notice Date for such

Redemption.

(H) Redemption Price. The Redemption Price for any Note called for Redemption is an amount in cash equal to the

principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided, however, that if such Redemption Date is after a Regular Record Date and on or before the

next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to receive, on or, at the Company’s election, before such Interest

Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest

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Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption Price will not include accrued and unpaid interest on such Note to, but excluding, such

Redemption Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Redemption Date occurs on the Business Day immediately after such Interest

Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of

Business on the immediately preceding Regular Record Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment Date.

(I) Redemption Notice. To call any Notes for Redemption, the Company must send to each Holder of such Notes a written notice of such

Redemption (a “Redemption Notice”).

Such Redemption Notice must state:

(i) that such Notes have been called for Redemption, briefly describing the Company’s Redemption right under this

Indenture;

(ii) the Redemption Date for such Redemption;

(iii) the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a

Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to the first sentence of Section 4.03(H));

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

(v) that Notes called for Redemption may be Exchanged at any time before the Close of Business on the second (2nd) Business Day

immediately before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full);

(vi) the Exchange Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any

adjustments to the Exchange Rate that may result from such Redemption (including pursuant to Section 5.07);

(vii) the Settlement Method that will apply to all Exchanges of Notes with an Exchange Date that occurs on or after such

Redemption Notice Date and on or before the second (2nd) Business Day before such Redemption Date; and

(viii) the CUSIP

and ISIN numbers, if any, of the Notes.

On or before the Redemption Notice Date, the Company will send a copy of such Redemption Notice

to the Trustee, the Exchange Agent and the Paying Agent.

(J) Selection and Exchange of Notes to Be Redeemed in Part.

(i) If less than all Notes then outstanding are called for Redemption in a Provisional Redemption or REIT Preservation

Redemption, then the Notes to be redeemed will be selected by the Company as follows: (1) in the case of Global Notes, in accordance with the Depositary Procedures; and (2) in the case of Physical Notes, pro rata, by lot or by such other

method the Company considers fair and appropriate.

(ii) If only a portion of a Note is subject to a Provisional Redemption

or REIT Preservation Redemption and such Note is Exchanged in part, then the Exchanged portion of such Note will be deemed to be from the portion of such Note that was subject to such Redemption.

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(K) Payment of the Redemption Price. Without limiting the Company’s obligation

to deposit the Redemption Price by the time prescribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the

applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to the first sentence of Section 4.03(H) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such

proviso.

(L) Special Provisions for Partial Calls. If the Company elects to redeem less than all of the outstanding Notes in a

Provisional Redemption or REIT Preservation Redemption pursuant to this Section 4.03, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the

Close of Business on the sixty-second (62nd) Scheduled Trading Day immediately before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder

or owner, as applicable, will be entitled to Exchange such Note or beneficial interest, as applicable, at any time before the Close of Business on the second (2nd) Business Day immediately before such Redemption Date, and each such Exchange will be

deemed to be of a Note called for Redemption for purposes of this Section 4.03 and Sections 5.01(C)(i)(4) and 5.07. For the avoidance of doubt, each reference in this Indenture or the Notes to (x) any

Note that is called for Redemption (or similar language) includes any Note that is deemed to be called for Redemption pursuant to this Section 4.03(L); and (y) any Note that is not called for Redemption (or similar

language) excludes any Note that is deemed to be called for Redemption pursuant to this Section 4.03(L).

(M)

Repurchases or Other Acquisitions Other Than by Redemption Not Affected. For the avoidance of doubt, nothing in this Section 4.03 will limit or otherwise apply to any repurchase or other acquisition, by the Company

or its Affiliates, or any other Person, of any Notes not by Redemption (including in open market transactions, private or public tender or exchange offers or otherwise).

Article 5 THE EXCHANGE OF NOTES

Section 5.01 RIGHT TO EXCHANGE.

(A) Generally. Subject to the provisions of this Article 5, each Holder may, at its option, Exchange such Holder’s Notes

into Exchange Consideration.

(B) Exchanges in Part. Subject to the terms of this Indenture, Notes may be Exchanged in part, but

only in Authorized Denominations. Provisions of this Article 5 applying to the Exchange of a Note in whole will equally apply to Exchanges of a permitted portion of a Note.

(i) Generally. Subject to Section 5.01(C)(ii), a Note may be Exchanged only in the following

circumstances:

(1) Exchange Upon Satisfaction of Common Stock Sale Price Condition. A Holder may Exchange its Notes

during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on December 31, 2026, if the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of

the Exchange Price for each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter.

(2) Exchange Upon Satisfaction of Note Trading Price Condition. A Holder may Exchange its Notes during the five

(5) consecutive Business Days immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the “Measurement Period”) if the Trading Price per $1,000 principal amount

of Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each Trading Day of the Measurement Period was less than ninety eight percent (98%) of the product of the Last Reported Sale Price per

share of Common Stock on such Trading Day and the Exchange Rate on such Trading Day. The condition set forth in the preceding sentence is referred to in this Indenture as the “Trading Price Condition.”

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The Trading Price will be determined by the Bid Solicitation Agent pursuant to this

Section 5.01(C)(i)(2) and the definition of “Trading Price.” The Bid Solicitation Agent (if not the Company) will have no obligation to determine the Trading Price of the Notes unless the Company has requested

such determination in writing, and the Company will have no obligation to make such request (or seek bids itself) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less

than ninety eight percent (98%) of the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate. If a Holder provides such evidence, then the Company will (if acting as Bid Solicitation Agent), or will instruct the Bid

Solicitation Agent to, determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%)

of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Exchange Rate on such Trading Day. If the Trading Price Condition has been met as set forth above, then the Company will notify the Holders, the

Trustee and the Exchange Agent in writing of the same. If, on any Trading Day after the Trading Price Condition has been met as set forth above, the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent

(98%) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Exchange Rate on such Trading Day, then the Company will notify the Holders, the Trustee and the Exchange Agent in writing of the same.

(3) Exchange Upon Specified Corporate Events.

(a) Certain Distributions. If, before November 1, 2030, the Parent Guarantor elects to:

(I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued

pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except that such rights will be deemed to be distributed under this clause

(I) upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or

purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before

the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or

(II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Parent Guarantor or rights

to purchase the Parent Guarantor’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Parent Guarantor’s Board of Directors, exceeding ten percent (10%) of the Last Reported Sale Price

per share of Common Stock on the Trading Day immediately before the date such distribution is announced,

then, in either case,

(x) the Company will deliver a written notice of such distribution, and of the related right to Exchange Notes, to Holders, the Trustee and the Exchange Agent at least sixty-five (65) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder

rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); and (y) once the Company has

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sent such notice, Holders may Exchange their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such

Ex-Dividend Date and the Parent Guarantor’s announcement that such distribution will not take place; provided, however, that the Notes will not become Exchangeable pursuant to clause

(y) above (but the Company will be required to deliver a written notice to the Holders, the Trustee and the Exchange Agent of such distribution pursuant to clause (x) above) on account of such distribution if each Holder

participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to Exchange such Holder’s Notes and as if such Holder held a number of shares of

Common Stock equal to the product of (i) the Exchange Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such record date.

(b) Certain Corporate Events. If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole

Fundamental Change pursuant to clause (B) of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business combination transaction that is effected solely to change the Company’s or the Parent

Guarantor’s jurisdiction of organization and that does not constitute a Fundamental Change or a Make-Whole Fundamental Change), then, in each case, Holders may Exchange their Notes at any time from, and including, the effective date of such

transaction or event to, and including, the thirty fifth (35th) Trading Day after such effective date (or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related

Fundamental Change Repurchase Date); provided, however, that if the Company does not provide the notice referred to in the immediately following sentence by the Business Day after such effective date, then the last day on which the

Notes are Exchangeable pursuant to this sentence will be extended by the number of Business Days from, and including, the Business Day after such effective date to, but excluding, the date the Company provides such notice. No later than the Business

Day after such effective date, the Company will deliver a written notice to the Holders, the Trustee and the Exchange Agent of such transaction or event, such effective date and the related right to Exchange Notes.

(4) Exchange Upon Redemption. If the Company calls any Note for Redemption, then the Holder of such Note may Exchange

such Note at any time before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time

as the Company pays such Redemption Price in full).

(5) Exchanges During Free Exchangeability Period. A Holder may

Exchange its Notes at any time from, and including, November 1, 2030 until the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.

For the avoidance of doubt, the Notes may become Exchangeable pursuant to any one or more of the preceding

sub-paragraphs of this Section 5.01(C)(i) and the Notes ceasing to be Exchangeable pursuant to a particular sub-paragraph of this

Section 5.01(C)(i) will not preclude the Notes from being Exchangeable pursuant to any other sub-paragraph of this Section 5.01(C)(i).

(ii) Limitations and Closed Periods. Notwithstanding anything to the contrary in this Indenture or the Notes:

(1) Notes may be surrendered for Exchange only after the Open of Business and before the Close of Business on a day that is a

Business Day;

(2) in no event may any Note be Exchanged after the Close of Business on the second (2nd) Scheduled Trading

Day immediately before the Maturity Date;

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(3) if the Company calls any Note for Redemption pursuant to

Section 4.03, then the Holder of such Note may not Exchange such Note after the Close of Business on the second (2nd) Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to

pay the Redemption Price for such Note in accordance with this Indenture; and

(4) if a Fundamental Change Repurchase

Notice is validly delivered pursuant to Section 4.02(F) with respect to any Note, then such Note may not be Exchanged, except to the extent (a) such Note is not subject to such notice; (b) such notice is withdrawn

in accordance with Section 4.02(F); or (c) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Indenture.

(D) Ownership Limit. Notwithstanding any other provision of this Indenture or the Notes, no Holder of Notes will be entitled to receive

any shares of Common Stock following Exchange of such Notes to the extent (but only to the extent) that receipt of such Common Stock would cause such Holder (either directly or after application of the constructive ownership rules set forth in the

definitions of “Beneficial Ownership” and “Constructive Ownership Equity” in the Parent Guarantor Charter) to exceed the Ownership Limit or violate other restrictions on ownership and transfer of the Parent Guarantor’s

stock contained in the Parent Guarantor Charter; provided, however, that subject to the conditions set forth in the Parent Guarantor Charter, the Board of Directors of the Parent Guarantor may exempt a Holder from the Ownership Limit

as provided in the Parent Guarantor Charter. If the Company elects to settle any attempted Exchange of Notes by paying or delivering, as applicable, a combination of cash and shares of Common Stock, and such Exchange would result in the delivery of

the Common Stock in violation of the Ownership Limit or violate other restrictions on ownership and transfer of the Common Stock contained in the Parent Guarantor Charter, then such Exchange will be void to the extent (but only to the extent) of the

number of shares of Common Stock that would cause such violation, and the related Notes (or portion thereof) will be returned to the Holder as promptly as practicable. The Parent Guarantor and the Company will not have any further obligation to the

Holder of such Notes with respect to such voided Exchange, and such Notes (or portion thereof) will be treated as if they had not been submitted for Exchange. The Company’s failure to deliver any Exchange Consideration otherwise due upon the

Exchange of any Note will not constitute a Default under this Indenture to extent such failure is to comply with the limitations set forth in this Section 5.01(D). The Trustee will have no obligation to monitor compliance

with this Section 5.01(D) or any ownership limits upon the transfer or Exchange of Notes.

Section 5.02

EXCHANGE PROCEDURES.

(A) Generally.

(i) Global Notes. To Exchange a beneficial interest in a Global Note that is Exchangeable pursuant to

Section 5.01(C), the owner of such beneficial interest must (1) comply with the Depositary Procedures for Exchanging such beneficial interest (at which time such Exchange will become irrevocable); and (2) pay any

amounts due pursuant to Section 5.02(D) or Section 5.02(E).

(ii)

Physical Notes. To Exchange all or a portion of a Physical Note that is Exchangeable pursuant to Section 5.01(C), the Holder of such Note must (1) complete, manually sign and deliver to the Exchange Agent the

Exchange Notice attached to such Physical Note or a facsimile of such Exchange Notice; (2) deliver such Physical Note to the Exchange Agent (at which time such Exchange will become irrevocable); (3) furnish any endorsements and transfer

documents that the Company or the Exchange Agent may require; and (4) pay any amounts due pursuant to Section 5.02(D) or Section 5.02(E).

(B) Effect of Exchanging a Note. At the Close of Business on the Exchange Date for a Note (or any portion thereof) to be Exchanged,

such Note (or such portion) will (unless there occurs a Default in the delivery of the Exchange Consideration or interest due, pursuant to Section 5.03(B) or 5.02(D), upon such Exchange) be deemed to cease to be

outstanding (and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on such Exchange Date), except to the extent provided in

Section 5.02(D).

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Stock is issuable upon Exchange of any Note will be deemed to become the holder of record of such share as of the Close of Business on the last VWAP Trading Day of the Observation Period for such Exchange.

(D) Interest Payable Upon Exchange in Certain Circumstances. If the Exchange Date of a Note is after a Regular Record Date and before

the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Exchange (and, for the avoidance of doubt, notwithstanding anything set forth in the

proviso to this sentence), to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these

purposes, that such Note remained outstanding through such Interest Payment Date); and (ii) the Holder surrendering such Note for Exchange must deliver to the Exchange Agent, at the time of such surrender, an amount of cash equal to the amount

of such interest referred to in clause (i) above; provided, however, that the Holder surrendering such Note for Exchange need not deliver such cash (v) if the Company has specified a Redemption Date that is after such

Regular Record Date and on or before the second (2nd) Business Day immediately after such Interest Payment Date; (w) if such Exchange Date occurs after the Regular Record Date immediately before the Maturity Date; (x) if the Company has

specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (y) to the extent of any Additional Interest, Special Interest, overdue

interest or interest that has accrued on any overdue interest. For the avoidance of doubt, as a result of, and without limiting the generality of, the foregoing, if a Note is Exchanged with an Exchange Date that is after the Regular Record Date

immediately before the Maturity Date, then the Company will pay, as provided above, the interest that would have accrued on such Note to, but excluding, the Maturity Date. For the avoidance of doubt, if the Exchange Date of a Note to be Exchanged is

on an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such Interest Payment Date will be entitled to receive, on such Interest Payment Date, the unpaid interest that has

accrued on such Note to, but excluding, such Interest Payment Date, and such Note, when surrendered for Exchange, need not be accompanied by any cash amount pursuant to the first sentence of this Section 5.02(D).

(E) Taxes and Duties. If a Holder Exchanges a Note, the Company will pay any documentary, stamp or similar issue or transfer tax or

duty due on the issue or delivery of any shares of Common Stock upon such Exchange; provided, however, that if any tax or duty is due because such Holder requested such shares to be registered in a name other than such Holder’s

name, then such Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Exchange Agent may refuse to deliver any such shares to be issued in a name other than that of such Holder.

(F) Exchange Agent to Notify Company of Exchanges. If any Note is submitted for Exchange to the Exchange Agent or the Exchange Agent

receives any notice of Exchange with respect to a Note, then the Exchange Agent will promptly notify the Company and the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with the

Company to determine the Exchange Date for such Note.

Section 5.03 SETTLEMENT UPON EXCHANGE.

(A) Settlement Method. Subject to Section 5.03(D), upon the Exchange of any Note, the Company will

settle such Exchange by paying or delivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a

combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(2) (a “Combination Settlement”).

(i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method

applicable to any Exchange of a Note; provided, however, that:

(1) subject to clause (3) below,

all Exchanges of Notes with an Exchange Date that occurs on or after November 1, 2030 will be settled using the same Settlement Method, and the Company will deliver a written notice of such Settlement Method to Holders, the Trustee and the

Exchange Agent no later than the Open of Business on November 1, 2030;

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(2) subject to clause (3) below, if the Company elects a

Settlement Method with respect to the Exchange of any Note whose Exchange Date occurs before November 1, 2030, then the Company will deliver a written notice of such Settlement Method to the Holder of such Note, the Trustee and the Exchange

Agent no later than the Close of Business on the Business Day immediately after such Exchange Date;

(3) if any Notes are

called for Redemption, then (a) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption)

sent pursuant to Section 4.03(I), the Settlement Method that will apply to all Exchanges of Notes with an Exchange Date that occurs on or after the related Redemption Notice Date and on or before the second (2nd) Business

Day before the related Redemption Date; and (b) if such Redemption Date occurs on or after November 1, 2030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (1) above, applies to all

Exchanges of Notes with an Exchange Date that occurs on or after November 1, 2030;

(4) the Company will use the same

Settlement Method for all Exchanges of Notes with the same Exchange Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to Exchanges of Notes with different Exchange Dates, except

as provided in clause (1) or (3) above);

(5) if the Company does not timely elect a Settlement Method

with respect to the Exchange of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); and

(6) if the Company timely elects Combination Settlement with respect to the Exchange of a Note but does not timely notify

the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Exchange will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such

notification will not constitute a Default or Event of Default).

At or before the time the Company sends any notice referred to in the

preceding sentence, the Company will send a copy of such notice to the Trustee and the Exchange Agent, but the failure to timely send such copy will not affect the validity of any Settlement Method election.

(ii) The Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. The Company will have the right,

exercisable at its election by delivering written notice of such exercise to the Holders (with a copy to the Trustee and the Exchange Agent), to (1) irrevocably fix the Settlement Method that will apply to all Exchanges of Notes with an

Exchange Date that occurs on or after the date such notice is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement with a particular Specified Dollar Amount

or range of Specified Dollar Amounts) with respect to all Exchanges of Notes with an Exchange Date that occurs on or after the date such notice is sent to Holders, provided, in each case, that (v) in no event will the Company elect

(whether directly or by eliminating all other Settlement Methods) Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Notes; (w) the Settlement Method so elected pursuant to clause

(1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect

(for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (x) no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be

elected) with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause

(1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed,

simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or

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eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable to all Exchanges of

Notes with an Exchange Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including

pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

(iii) Requirement to Publicly Disclose the Fixed or Default Settlement Method. If the Company changes the Default

Settlement Method pursuant to clause (x) of the proviso to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to Section 5.03(A)(ii), then the Parent Guarantor or the Company

will, substantially concurrently therewith, either post the Default Settlement Method or fixed Settlement Method(s), as applicable, on the Parent Guarantor’s or the Company’s website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.

(B) Exchange Consideration.

(i) Generally. Subject to Sections 5.01(D), 5.03(B)(ii), 5.03(B)(iii) and 5.09(A)(2),

the type and amount of consideration (the “Exchange Consideration”) due in respect of each $1,000 principal amount of a Note to be Exchanged will be as follows:

(1) if Cash Settlement applies to such Exchange, cash in an amount equal to the sum of the Daily Exchange Values for each VWAP

Trading Day in the Observation Period for such Exchange; or

(2) if Combination Settlement applies to such Exchange,

consideration consisting of (a) a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such Exchange; and (b) an amount of cash equal to the sum of the Daily

Cash Amounts for each VWAP Trading Day in such Observation Period.

(ii) Cash in Lieu of Fractional Shares. If

Combination Settlement applies to the Exchange of any Note and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such Exchange is not a whole number, then such number will be rounded down

to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such Exchange, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Daily

VWAP on the last VWAP Trading Day of the Observation Period for such Exchange.

(iii) Exchange of Multiple Notes by a

Single Holder. If a Holder Exchanges more than one (1) Note on a single Exchange Date, then the Exchange Consideration due in respect of such Exchange will (in the case of any Global Note, to the extent permitted by, and practicable under,

the Depositary Procedures) be computed based on the total principal amount of Notes Exchanged on such Exchange Date by such Holder.

(iv) Notice of Calculation of Exchange Consideration. If any Note is to be Exchanged, then the Company will determine

the Exchange Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter deliver a written notice to the Trustee and the Exchange Agent of the same and the calculation

thereof in reasonable detail. Neither the Trustee nor the Exchange Agent will have any duty or obligation to make and/or verify any such determination.

will pay or deliver, as applicable, the Exchange Consideration due upon the Exchange of any Note to the Holder on or before the second (2nd) Business Day immediately after the last VWAP Trading Day of the Observation Period for such Exchange.

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(D) Deemed Payment of Principal and Interest; Settlement of Accrued Interest

Notwithstanding Exchange. If a Holder Exchanges a Note, then the Company will not adjust the Exchange Rate to account for any accrued and unpaid interest on such Note, and, except as provided in Section 5.02(D), the

Company’s delivery of the Exchange Consideration due in respect of such Exchange will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Note to,

but excluding the Exchange Date. As a result, except as provided in Section 5.02(D), any accrued and unpaid interest on an Exchanged Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited.

In addition, subject to Section 5.02(D), if the Exchange Consideration for a Note consists of both cash and shares of Common Stock, then accrued and unpaid interest that is deemed to be paid therewith will be deemed to be

paid first out of such cash.

(E) Exchanges during 3(a)(9) Period. If the Exchange Consideration due upon an Exchange of Notes

during a 3(a)(9) Period includes shares of Common Stock (or other securities), the Company and the Parent Guarantor will cause such securities to be delivered without a “restricted” CUSIP or ISIN number and without a restricted security

legend, unless the use of such a “restricted” CUSIP or ISIN number or restricted security legend is required by applicable law.

Section 5.04 RESERVE AND STATUS OF COMMON STOCK

ISSUED UPON EXCHANGE.

(A) Stock Reserve. At all times when any Notes are

outstanding, the Parent Guarantor will reserve (out of its authorized and not outstanding shares of Common Stock that are not reserved for other purposes) a number of shares of Common Stock equal to the product of (i) the aggregate principal

amount (expressed in thousands) of all then-outstanding Notes; and (ii) the Exchange Rate then in effect (assuming, for these purposes, that the Exchange Rate is increased by the maximum amount pursuant to which the Exchange Rate may be

increased pursuant to Section 5.07). To the extent the Company delivers shares of Common Stock held in the Parent Guarantor’s treasury in settlement of the Exchange of any Notes, each reference in this Indenture or

the Notes to the issuance of shares of Common Stock in connection therewith will be deemed to include such delivery, mutatis mutandis.

(B) Status of Exchange Shares; Listing. Each Exchange Share, if any, delivered upon Exchange of any Note will be a newly issued or

treasury share (except that any Exchange Share delivered by a designated financial institution pursuant to Section 5.08 need not be a newly issued or treasury share) and will be duly authorized, validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom

such Exchange Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will use commercially reasonable efforts to cause each Exchange Share, when

delivered upon Exchange of any Note, to be admitted for listing on such exchange or quotation on such system.

Section 5.05

ADJUSTMENTS TO THE EXCHANGE RATE.

(A) Events Requiring

an Adjustment to the Exchange Rate. The Exchange Rate will be adjusted from time to time as follows:

(i) Stock

Dividends, Splits and Combinations. If the Parent Guarantor issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Parent Guarantor effects a stock split or a stock

combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5.09 will apply), then the Exchange Rate will be adjusted based on the following

formula:

where:

ER0 =

the Exchange Rate in effect immediately before the Open of Business on the

Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable;

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ER1 =

the Exchange Rate in effect immediately after the Open of Business on such

Ex-Dividend Date or effective date, as applicable;

OS0 =

the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and

OS1 =

the number of shares of Common Stock outstanding immediately after giving effect to such dividend,

distribution, stock split or stock combination.

If any dividend, distribution, stock split or stock combination of the

type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Exchange Rate will be readjusted, effective as of the date the Parent Guarantor’s Board of Directors determines not

to pay such dividend or distribution or to effect such stock split or stock combination, to the Exchange Rate that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.

(ii) Rights, Options and Warrants. If the Parent Guarantor distributes, to all or substantially all holders of Common

Stock, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which Sections 5.05(A)(iii)(1) and 5.05(F) will apply) entitling such holders, for a period of not more

than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the

ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Exchange Rate will be increased based on the following formula:

where:

ER0 =

the Exchange Rate in effect immediately before the Open of Business on the

Ex-Dividend Date for such distribution;

ER1 =

the Exchange Rate in effect immediately after the Open of Business on such

Ex-Dividend Date;

OS =

the number of shares of Common Stock outstanding immediately before 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 =

a number of shares of Common Stock obtained by dividing (x) the aggregate price payable to exercise such

rights, options or warrants by (y) the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is

announced.

To the extent such rights, options or warrants are not so distributed, the Exchange Rate will be readjusted

to the Exchange Rate that would then be in effect had the increase to the Exchange Rate for such distribution been made on the basis of only the rights, options or warrants, if any, actually distributed. In addition, to the extent that shares of

Common Stock are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Exchange Rate will be readjusted to the Exchange Rate that would then be in

effect had the increase to the Exchange Rate for such distribution been made on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, options or warrants.

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For purposes of this Section 5.05(A)(ii) and

Section 5.01(C)(i)(3)(a)(I), in determining whether any rights, options or warrants entitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of

the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, options or warrants is announced, and in

determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account any consideration the Parent Guarantor receives for such rights, options or warrants and any amount payable on exercise thereof,

with the value of such consideration, if not cash, to be determined by the Company in good faith and in a commercially reasonable manner.

(iii) Spin-Offs and Other Distributed Property.

(1) Distributions Other than Spin-Offs. If the Parent Guarantor distributes shares of its Capital Stock, evidences of

its indebtedness or other assets or property of the Parent Guarantor, or rights, options or warrants to acquire Capital Stock of the Parent Guarantor or other securities, to all or substantially all holders of the Common Stock, excluding:

(u) dividends, distributions, rights, options or warrants for which an adjustment to the Exchange Rate is required (or would

be required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(i) or 5.05(A)(ii);

(v) dividends or distributions paid exclusively in cash for which an adjustment to the Exchange Rate is required (or would be

required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(iv);

(w) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in

Section 5.05(F);

(x) Spin-Offs for which an adjustment to the Exchange Rate is required (or

would be required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(iii)(2);

(y) a distribution solely pursuant to a tender offer or exchange offer for shares of Common Stock, as to which

Section 5.05(A)(v) will apply; and

(z) a distribution solely pursuant to a Common Stock Change

Event, as to which Section 5.09 will apply,

then the Exchange Rate will be increased based on the following

formula:

where:

ER0 =

the Exchange Rate in effect immediately before the Open of Business on the

Ex-Dividend Date for such distribution;

ER1 =

the Exchange Rate in effect immediately after the Open of Business on such

Ex-Dividend Date;

SP =

the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive

Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and

FMV =

the fair market value (as determined by the Company in good faith and in a commercially reasonable manner), as

of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution;

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provided, however, that if FMV is equal to or greater than SP,

then, in lieu of the foregoing adjustment to the Exchange Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at the same time and on the same terms as holders of

Common Stock, and without having to Exchange such Notes, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received in such distribution if such

Holder had owned, on such record date, a number of shares of Common Stock equal to the Exchange Rate in effect on such record date.

To the

extent such distribution is not so paid or made, the Exchange Rate will be readjusted to the Exchange Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

(2) Spin-Offs. If the Parent Guarantor distributes or dividends shares of Capital Stock of any class or series, or

similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Parent Guarantor to all or substantially all holders of the Common Stock (other than solely pursuant to (x) a Common Stock Change Event, as to

which Section 5.09 will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are

listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), then the Exchange Rate will be increased based

on the following formula:

where:

ER0 =

the Exchange Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off;

ER1 =

the Exchange Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period;

FMV =

the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or

equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and

including, the Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price, Trading

Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and

SP =

the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period.

Notwithstanding anything to the contrary in this

Section 5.05(A)(iii)(2), if any VWAP Trading Day of the Observation Period for a Note to be Exchanged occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Exchange Rate for such VWAP Trading Day for such Exchange, such Spin-Off Valuation Period will be deemed to consist of

the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day.

To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not

made or paid, the Exchange Rate will be readjusted to the Exchange Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

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(iv) Cash Dividends or Distributions. If any cash dividend or

distribution is made to all or substantially all holders of Common Stock, then the Exchange Rate will be increased based on the following formula:

where:

ER0 =

the Exchange Rate in effect immediately before the Open of Business on the

Ex-Dividend Date for such dividend or distribution;

ER1 =

the Exchange Rate in effect immediately after the Open of Business on such

Ex-Dividend Date;

SP =

the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; and

D =

the cash amount distributed per share of Common Stock in such dividend or distribution;

provided, however, that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the

Exchange Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, and without having to

Exchange such Notes, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Exchange Rate in effect on such record date.

To the extent such dividend or distribution is declared but not made or paid, the Exchange Rate will be readjusted to the Exchange Rate

that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

(v) Tender Offers or Exchange Offers. If the Company, Parent Guarantor or any their respective Subsidiaries makes a

payment in respect of a tender offer or exchange offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5)

under the Exchange Act), and the value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer

exceeds the Last Reported Sale Price per share of Common Stock on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it

may be amended), then the Exchange Rate will be increased based on the following formula:

where:

ER0 =

the Exchange Rate in effect immediately before the Close of Business on the last Trading Day of the

Tender/Exchange Offer Valuation Period for such tender or exchange offer;

ER1 =

the Exchange Rate in effect immediately after the Close of Business on the last Trading Day of the

Tender/Exchange Offer Valuation Period;

AC =

the aggregate value (determined as of the time (the “Expiration Time”) such tender or exchange

offer expires by the Company in good faith and in a commercially reasonable manner) of all cash and other consideration paid for shares of Common Stock purchased or exchanged in such tender or exchange offer;

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OS0 =

the number of shares of Common Stock outstanding immediately before the Expiration Time (including all shares

of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS1 =

the number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of

Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP =

the average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive

Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date;

provided, however, that the Exchange Rate will in no event be adjusted down pursuant to this

Section 5.05(A)(v), except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this Section 5.05(A)(v), if any VWAP Trading Day of the

Observation Period for a Note to be Exchanged occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Exchange Rate for such VWAP Trading Day for such Exchange, such

Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date for such tender or exchange offer to, and including, such VWAP

Trading Day.

To the extent such tender or exchange offer is announced but not consummated (including as a result of being precluded from

consummating such tender or exchange offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, the Exchange Rate will be readjusted to the Exchange Rate that would then be in

effect had the adjustment been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

(B) No Adjustments in Certain Cases.

(i) Where Holders Participate in the Transaction or Event Without Exchange. Notwithstanding anything to the contrary in

Section 5.05(A), the Company will not be obligated to adjust the Exchange Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A) (other than a

stock split or combination of the type set forth in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder participates, at the same time and

on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, in such transaction or event without having to Exchange such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to

the product of (i) the Exchange Rate in effect on the related record date; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

(ii) Certain Events. The Company will not be required to adjust the Exchange Rate except as provided in

Section 5.05 or Section 5.07. Without limiting the foregoing, the Company will not be obligated to adjust the Exchange Rate on account of:

(1) except as otherwise provided in Section 5.05, the sale of shares of Common Stock for a purchase

price that is less than the market price per share of Common Stock or less than the Exchange Price;

(2) 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 Parent Guarantor’s securities and the investment of additional optional amounts in shares of Common Stock

under any such plan;

(3) the issuance of any shares of Common Stock or options or rights to purchase shares of Common

Stock pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company, the Parent Guarantor or any of their respective Subsidiaries;

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(4) the issuance of any shares of Common Stock pursuant to any option,

warrant, right or convertible or exchangeable security of the Company or the Parent Guarantor outstanding as of the Issue Date;

(5) solely a change in the par value of the Common Stock; or

(6) accrued and unpaid interest on the Notes.

(C) Adjustment Deferral. If an adjustment to the Exchange Rate otherwise required by this Article 5 would result in a change of

less than one percent (1%) to the Exchange Rate, then, notwithstanding anything to the contrary in this Article 5, the Company may, at its election, defer and carry forward such adjustment, except that all such deferred adjustments must be

given effect immediately upon the earliest of the following: (i) when all such deferred adjustments would, had they not been so deferred and carried forward, result in a change of at least one percent (1%) to the Exchange Rate; (ii) the

Exchange Date of, or any VWAP Trading Day of an Observation Period for, any Note; (iii) the date a Fundamental Change or Make-Whole Fundamental Change occurs; (iv) the date the Company calls any Notes for Redemption; and

(v) November 1, 2030.

(D) Adjustments Not Yet Effective. Notwithstanding anything to the contrary in this Indenture or

the Notes, if:

(i) a Note is to be Exchanged pursuant to Combination Settlement;

(ii) the record date, effective date or Expiration Time for any event that requires an adjustment to the Exchange Rate pursuant

to Section 5.05(A) has occurred on or before any VWAP Trading Day in the Observation Period for such Exchange, but an adjustment to the Exchange Rate for such event has not yet become effective as of such VWAP Trading Day;

(iii) the Exchange Consideration due in respect of such VWAP Trading Day includes any whole or fractional shares of Common

Stock; and

(iv) such shares are not entitled to participate in such event (because they were not held on the related

record date or otherwise),

then, solely for purposes of such Exchange, the Company will, without duplication, give effect to such

adjustment on such VWAP Trading Day. In such case, if the date on which the Company is otherwise required to deliver the consideration due upon such Exchange is before the first date on which the amount of such adjustment can be determined, then the

Company will delay the settlement of such Exchange until the second (2nd) Business Day after such first date.

(E) Exchange Rate

Adjustments Where Exchanging Holders Participate in the Relevant Transaction or Event. Notwithstanding anything to the contrary in this Indenture or the Notes, if:

(i) an Exchange Rate adjustment for any dividend or distribution becomes effective on any

Ex-Dividend Date pursuant to Section 5.05(A);

(ii) a

Note is to be Exchanged pursuant to Combination Settlement;

(iii) any VWAP Trading Day in the Observation Period for such

Exchange occurs on or after such Ex-Dividend Date and on or before the related record date;

(iv) the Exchange Consideration due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock

based on an Exchange Rate that is adjusted for such dividend or distribution; and

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(v) such shares would be entitled to participate in such dividend or

distribution (including pursuant to Section 5.02(C)), then the Exchange Rate adjustment relating to such Ex-Dividend Date will be made for such Exchange in respect of such VWAP

Trading Day, but the shares of Common Stock issuable with respect to such VWAP Trading Day based on such adjusted Exchange Rate will not be entitled to participate in such dividend or distribution.

(F) Stockholder Rights Plans. If any shares of Common Stock are to be issued upon Exchange of any Note and, at the time of such

Exchange, the Parent Guarantor has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition to, and concurrently with the delivery of, the Exchange Consideration otherwise payable under this

Indenture upon such Exchange, the rights set forth in such stockholder rights plan, unless such rights have separated from the Common Stock at such time, in which case, and only in such case, the Exchange Rate will be adjusted pursuant to

Section 5.05(A)(iii)(1) on account of such separation as if, at the time of such separation, the Parent Guarantor had made a distribution of the type referred to in such Section to all holders of the Common Stock, subject

to potential readjustment in accordance with the last paragraph of Section 5.05(A)(iii)(1).

(G) Limitation

on Effecting Transactions Resulting in Certain Adjustments. The Company and the Parent Guarantor will not engage in or be a party to any transaction or event that would require the Exchange Rate to be adjusted pursuant to

Section 5.05(A) or Section 5.07 to an amount that would result in the Exchange Price per share of Common Stock being less than the par value per share of Common Stock.

(H) Equitable Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the average of the Last

Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Exchange Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make appropriate

adjustments, if any, to such calculations to account for any adjustment to the Exchange Rate pursuant to Section 5.05(A) that becomes effective, or any event requiring such an adjustment to the Exchange Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

(I) Calculation of Number of Outstanding Shares of Common Stock. For purposes of Section 5.05(A), the number

of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Parent

Guarantor’s treasury (unless the Parent Guarantor pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

(J) Calculations. All calculations with respect to the Exchange Rate and adjustments thereto will be made to the nearest 1/10,000th of

a share of Common Stock (with 5/100,000ths rounded upward).

(K) Notice of Exchange Rate Adjustments. Upon the effectiveness of any

adjustment to the Exchange Rate pursuant to Section 5.05(A), the Company will promptly deliver a written notice to the Holders, the Trustee and the Exchange Agent containing (i) a brief description of the transaction

or other event on account of which such adjustment was made; (ii) the Exchange Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

Section 5.06 VOLUNTARY ADJUSTMENTS.

(A) Generally. To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not

required to) increase the Exchange Rate by any amount if (i) the Company’s or the Parent Guarantor’s Board of Directors determines that such increase is either (x) in the best interest of the Company or the Parent Guarantor; or

(y) advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or any similar event;

(ii) such increase is in effect for a period of at least twenty (20) Business Days; and (iii) such increase is irrevocable during such period.

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(B) Notice of Voluntary Increases. If the Parent Guarantor’s Board of Directors

determines to increase the Exchange Rate pursuant to Section 5.06(A), then, no later than the first Business Day of the related twenty (20) Business Day period referred to in Section 5.06(A), the

Company will deliver a written notice to each Holder, the Trustee and the Exchange Agent of such increase, the amount thereof and the period during which such increase will be in effect.

Section 5.07 ADJUSTMENTS TO THE EXCHANGE RATE IN

CONNECTION WITH A MAKE-WHOLE FUNDAMENTAL CHANGE.

(A) Generally. If a Make-Whole Fundamental Change occurs and the Exchange Date for the Exchange of a Note occurs during the related

Make-Whole Fundamental Change Exchange Period, then, subject to this Section 5.07, the Exchange Rate applicable to such Exchange will be increased by a number of shares (the “Additional Shares”) set forth

in the table below corresponding (after interpolation as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change Effective Date and the Stock Price of such Make-Whole Fundamental Change:

Stock Price

Make-Whole

Fundamental

Change Effective

Date

$9.20

$10.00

$11.25

$12.65

$14.00

$16.45

$25.00

$35.00

$50.00

$65.00

$85.00

September 17, 2026

29.6442

24.4550

18.4907

13.9154

10.8736

7.3992

2.9628

1.4634

0.5662

0.1797

0.0000

February 1, 2027

29.6442

24.0500

18.0098

13.4103

10.3807

6.9693

2.7492

1.3623

0.5274

0.1648

0.0000

February 1, 2028

29.6442

23.0190

16.6169

11.8640

8.8407

5.6169

2.1024

1.0614

0.4148

0.1243

0.0000

February 1, 2029

29.6442

21.9220

14.9378

9.9320

6.9200

3.9951

1.4172

0.7417

0.2938

0.0834

0.0000

February 1, 2030

29.6442

21.4353

12.6533

7.1802

4.2600

1.9939

0.7132

0.3909

0.1568

0.0398

0.0000

February 1, 2031

29.6442

20.9486

9.8373

0.0000

If such Make-Whole Fundamental Change Effective Date or Stock Price is not set forth in the table above, then:

(i) if such Stock Price is between two Stock Prices in the table above or the Make-Whole Fundamental Change Effective Date

is between two dates in the table above, then the number of Additional Shares will be determined by straight-line interpolation between the numbers of Additional Shares set forth for the higher and lower Stock Prices in the table above or the

earlier and later dates in the table above, based on a 365- or 366-day year, as applicable; and

(ii) if the Stock Price is greater than $85.00 (subject to adjustment in the same manner as the Stock Prices set forth in the

column headings of the table above are adjusted pursuant to Section 5.07(B)), or less than $9.20 (subject to adjustment in the same manner), per share, then no Additional Shares will be added to the Exchange Rate.

Notwithstanding anything to the contrary in this Indenture or the Notes, in no event will the Exchange Rate be increased to an amount that

exceeds 108.6956 shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the Exchange Rate is required to be adjusted pursuant

to Section 5.05(A).

For the avoidance of doubt, but subject to Section 4.03(L), (x)

the sending of a Redemption Notice for a Provisional Redemption or REIT Preservation Redemption will constitute a Make-Whole Fundamental Change only with respect to the Notes called for such Redemption pursuant to such Redemption Notice, and not

with respect to any other Notes; and (y) the Exchange Rate applicable to the Notes not so called for Redemption will not be subject to increase pursuant to this Section 5.07 on account of such Redemption Notice.

(B) Adjustment of Stock Prices and Number of Additional Shares. The Stock Prices in the first row (i.e., the column headers) of

the table set forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same events for which, the Exchange Price is adjusted as a result of the operation of

Section 5.05(A). The numbers of Additional Shares in the table set forth in Section 5.07(A) will be adjusted in the same manner as, and at the same time and for the same events for which, the

Exchange Rate is adjusted pursuant to Section 5.05(A).

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notify the Holders, the Trustee and the Exchange Agent in writing of each Make-Whole Fundamental Change (i) occurring pursuant to clause (A) of the definition thereof in accordance with

Section 5.01(C)(i)(3)(b); and (ii) occurring pursuant to clause (B) of the definition thereof in accordance with Section 4.03(I).

Section 5.08 TRANSFER OF NOTES TO BE EXCHANGED

TO A THIRD PARTY FOR SETTLEMENT.

Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if

a Note is submitted for Exchange, the Company may elect to arrange to have such Note transferred, for settlement in lieu of Exchange, to a third party financial institution designated by the Company that will pay and deliver, as the case may be, the

consideration due upon such Exchange in lieu of the Company’s payment and delivery of the same. To make such election, the Company must deliver a written notice of such election to the Holder of such Note, the Trustee and the Exchange Agent

before the Close of Business on the Business Day immediately following the Exchange Date for such Note. If the Company has made such election, then:

(A) no later than the Business Day immediately following such Exchange Date, the Company must deliver (or cause the Exchange Agent to deliver)

such Note, together with delivery instructions for the Exchange Consideration due upon such Exchange (including wire instructions, if applicable), to a financial institution designated by the Company that has agreed to deliver such Exchange

Consideration in the manner and at the time the Company would have had to deliver the same pursuant to this Article 5;

(B) if such

Note is a Global Note, then (i) such designated institution will send written confirmation to the Exchange Agent promptly after wiring the cash Exchange Consideration, if any, and delivering any other Exchange Consideration, due upon such

Exchange to the Holder of such Note; and (ii) the Exchange Agent will as soon as reasonably practicable thereafter contact such Holder’s custodian with the Depositary to confirm receipt of the same; and

provided, however, that if such financial institution does not accept such Note or fails to timely deliver such Exchange Consideration, then the

Company will be responsible for delivering such Exchange Consideration in the manner and at the time provided in this Article 5 as if the Company had not elected to make a transfer to a third party for settlement.

Section 5.09 EFFECT OF COMMON STOCK CHANGE EVENT.

(A) Generally. If there occurs any:

(i) recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a

subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) stock splits and stock combinations that do not involve the issuance of any other series

or class of securities);

(ii) consolidation, merger, combination or binding or statutory share exchange involving the

Parent Guarantor;

(iii) sale, lease or other transfer of all or substantially all of the assets of the Parent Guarantor

and its Subsidiaries, taken as a whole, to any Person; or

(iv) other similar event,

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and, as a result of which, the Common Stock is converted into, or is exchanged for, or represents solely the

right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference

Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue

or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Indenture or the Notes,

(1) from and after the effective time of such Common Stock Change Event, (I) the Exchange Consideration due upon Exchange

of any Note, and the conditions to any such Exchange, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of

Reference Property Units; (II) for purposes of Section 4.03, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference

Property Units; and (III) for purposes of the definitions of “Fundamental Change” and “Make-Whole Fundamental Change,” references to “Common Stock” and the Parent Guarantor’s “common equity”

will be deemed to refer to the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property;

(2) if such Reference Property Unit consists entirely of cash, then (I) each Exchange of any Note with an Exchange Date

that occurs on or after the effective date of such Common Stock Change Event will be settled entirely in cash in an amount, per $1,000 principal amount of such Note being Exchanged, equal to the product of (x) the Exchange Rate in effect on

such Exchange Date (including, for the avoidance of doubt, any increase to such Exchange Rate pursuant to Section 5.07, if applicable); and (y) the amount of cash constituting such Reference Property Unit; and (II) the Company will

settle each such Exchange no later than the fifth (5th) Business Day after the relevant Exchange Date; and

(3) for these

purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the

Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any

Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith and in a commercially reasonable manner by

the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof).

If the Reference Property consists of more

than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration

actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and the Exchange Agent in writing of such weighted average as soon as practicable after such determination is made.

At or before the effective time of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the

Company or the Parent Guarantor) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental

indenture will (x) provide for subsequent Exchanges of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Exchange Rate pursuant to

Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic

interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets (other than cash) of a Person other than the Successor

Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests

of the Holders. Notwithstanding anything to the contrary in this paragraph, no such supplemental indenture is required (but the Company may nonetheless choose to execute such a supplemental indenture at its option) if (x) the Company or the

Parent Guarantor is the resulting, surviving or transferee Person of such Common Stock Change Event; and (ii) the Reference Property of such Common Stock Change Event does not include consideration other than cash or securities of the Company

or the Parent Guarantor.

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(B) Notice of Common Stock Change Events. The Company will provide notice of each

Common Stock Change Event to Holders, the Trustee and the Exchange Agent no later than the Business Day after the effective date of such Common Stock Change Event.

(C) Compliance Covenant. The Parent Guarantor will not become a party to any Common Stock Change Event unless its terms are consistent

with this Section 5.09.

Section 5.10 DEEMED REPRESENTATION UPON

EXCHANGE.

As of the Exchange Date for the Exchange of any Note, the Holder of such Note will be deemed to have

represented to the Parent Guarantor and the Company that such Holder is either a “qualified institutional buyer” (as defined in Rule 144A) or an “accredited investor” (as defined in Rule 501). A Holder’s satisfaction of

the requirements set forth in Section 5.02 to Exchange any Note will be deemed to constitute such Holder’s representation as provided in the preceding sentence.

Article 6 SUCCESSORS

Section 6.01 WHEN THE COMPANY MAY MERGE, ETC.

(A) Generally. The Company will not consolidate with or merge with or into, or (directly, or indirectly through one or more of its

Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than the Parent Guarantor) (a

“Company Business Combination Event”), unless:

(i) the resulting, surviving or transferee Person either

(x) is the Company or (y) if not the Company, is a corporation, limited liability company, limited partnership or other similar entity (such corporation, limited liability company, limited partnership or other similar entity, as

applicable, the “Company Successor Entity”) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the

Trustee, at or before the effective time of such Company Business Combination Event, a supplemental indenture pursuant to Section 8.01(E)) all of the Company’s obligations under this Indenture, the Notes and each

Registration Rights Agreement; and

(ii) immediately after giving effect to such Company Business Combination Event, no

Default will have occurred and be continuing.

(B) Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee.

At or before the effective time of any Company Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Company Business Combination Event (and, if

applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Company Business Combination Event provided in this Indenture have been satisfied.

Section 6.02 SUCCESSOR ENTITY SUBSTITUTED.

At the effective time of any Company Business Combination Event that complies with Section 6.01, the Company

Successor Entity (if not the Company) will succeed to, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Company Successor Entity had been named as the Company in this Indenture

and the Notes, and, except in the case of a lease, the predecessor Company will be discharged from its obligations under this Indenture, the Notes and (unless the Underlying Security immediately after such Company Business Combination Event includes

any securities of such predecessor Company) each Registration Rights Agreement.

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Section 6.03 EXCLUSION FOR ASSET

TRANSFERS WITH PARENT GUARANTOR OR WHOLLY OWNED SUBSIDIARIES.

Notwithstanding anything to the contrary in this Article 6, this Article 6 will not apply to any transfer of assets (other than

by merger or consolidation) between or among (A) the Company; and (B) the Parent Guarantor or any one or more of the Company’s or the Parent Guarantor’s respective Wholly Owned Subsidiaries.

Article 7 DEFAULTS AND REMEDIES

Section 7.01 EVENTS OF DEFAULT.

(A) Definition of Events of Default. “Event of Default” means the occurrence of any of the following:

(i) a default in the payment when due (whether at maturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise)

of the principal of, or the Maturity Premium, Redemption Price or Fundamental Change Repurchase Price for, any Note;

(ii)

a default for thirty (30) consecutive days in the payment when due of interest on any Note;

(iii) the Company’s

failure to deliver, when required by this Indenture, a Fundamental Change Notice, or a notice pursuant to Section 5.01(C)(i)(3), if (in the case of any notice other than a notice pursuant to

Section 5.01(C)(i)(3)(a)) such failure is not cured within three (3) days after its occurrence;

(iv) a default in the Company’s obligation to Exchange a Note in accordance with Article 5 upon the exercise of

the Exchange right with respect thereto, if such default is not cured within three (3) days after its occurrence;

(v)

a default in the Company’s obligations under Article 6 or in the Parent Guarantor’s obligations under Section 9.04;

(vi) a default in any of the Company’s obligations or agreements, or in the Parent Guarantor’s obligations or

agreements, under this Indenture or the Notes (other than a default set forth in clause (i), (ii), (iii), (iv) or (v) of this Section 7.01(A)) where such default is not cured or

waived within sixty (60) days after notice to the Company by the Trustee, or to the Company and the Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, which notice must specify

such default, demand that it be remedied and state that such notice is a “Notice of Default”;

(vii) a default

by the Company, the Parent Guarantor or any of the Company’s or the Parent Guarantor’s respective Subsidiaries with respect to any one or more mortgages, agreements or other instruments under which there is outstanding, or by which there

is secured or evidenced, any indebtedness for borrowed money with a principal amount outstanding of at least fifty million dollars ($50,000,000) (or its foreign currency equivalent) in the aggregate of the Company, the Parent Guarantor or any of the

Company’s or the Parent Guarantor’s respective Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:

(1) constitutes a failure to pay the principal of such indebtedness when due and payable at its stated maturity, upon required

repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period; or

(2) results in such indebtedness becoming or being declared due and payable before its stated maturity,

in each case where such default is not cured or waived within sixty (60) days after notice to the Company by the Trustee or to the Company and the

Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding;

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(viii) except as expressly permitted by this Indenture, the Guarantee ceases

to be in full force and effect or the Parent Guarantor denies or disaffirms its obligations under its Guarantee;

(ix) the

Company or the Parent Guarantor denies or disaffirms its obligations under the Registration Rights Agreement;

(x) the

Company, the Parent Guarantor, or any of their respective Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:

(1) commences a voluntary case or proceeding;

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

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

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

(5) takes any comparable action under any foreign Bankruptcy Law; or

(6) generally is not paying its debts as they become due; or

(xi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:

(1) is for relief against the Company, the Parent Guarantor, or any of their respective Significant Subsidiaries in an

involuntary case or proceeding;

(2) appoints a custodian of the Company, the Parent Guarantor, or any of their respective

Significant Subsidiaries, or for any substantial part of the property of the Company, the Parent Guarantor, or any of their respective Significant Subsidiaries;

(3) orders the winding up or liquidation of the Company, the Parent Guarantor, or any of their respective Significant

Subsidiaries; or

(4) grants any similar relief under any foreign Bankruptcy Law,

and, in each case under this Section 7.01(A)(xi), such order or decree remains unstayed and in effect for at least sixty

(60) days.

(B) Cause Irrelevant. Each of the events set forth in Section 7.01(A) will constitute an

Event of Default regardless of the cause thereof or whether voluntary or involuntary or 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.

Section 7.02 ACCELERATION.

(A) Automatic Acceleration in Certain Circumstances. If an Event of Default set forth in Section 7.01(A)(x) or

7.01(A)(xi) occurs with respect to the Company or the Parent Guarantor (and not solely with respect to a Significant Subsidiary of the Company or the Parent Guarantor (other than the Company)), then the principal amount of, and all accrued

and unpaid interest on, and the Maturity Premium, if any, in respect of, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any Person.

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(B) Optional Acceleration. Subject to Section 7.03, if an

Event of Default (other than an Event of Default set forth in Section 7.01(A)(x) or 7.01(A)(xi) with respect to the Company or the Parent Guarantor and not solely with respect to a Significant Subsidiary of the

Company or the Parent Guarantor (other than the Company)) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, by notice

to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, and the Maturity Premium, if any, in respect of, all of the Notes then outstanding to become due and payable immediately. For the avoidance

of doubt, if such Event of Default is not continuing at the time such notice is provided (that is, such Event of Default has been cured or waived as of such time), then such notice will not be effective to cause such amounts to become due and

payable immediately.

Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Company and the Trustee, may, on behalf of all Holders, rescind any acceleration of the Notes and its consequences if (i) such rescission would

not conflict with any judgment or decree of a court of competent jurisdiction; and (ii) all existing Events of Default (except the non-payment of principal of, or interest on, or the Maturity Premium, if

any, in respect of, the Notes that has become due solely because of such acceleration) have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.

Section 7.03 SOLE REMEDY FOR A FAILURE TO

REPORT.

(A) Generally. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may

elect that the sole remedy for any Event of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(vi) arising from the Parent Guarantor’s failure to comply with

Section 3.02 will, for each of the first three hundred sixty (360) calendar days on which a Reporting Event of Default has occurred and is continuing, consist exclusively of the accrual of Special Interest on the

Notes. If the Company has made such an election, then (i) the Notes will be subject to acceleration pursuant to Section 7.02 on account of the relevant Reporting Event of Default from, and including, the three hundred

sixty first (361st) calendar day on which a Reporting Event of Default has occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special Interest will cease to accrue on any Notes

from, and including, such three hundred sixty first (361st) calendar day (it being understood that interest on any defaulted Special Interest will nonetheless accrue pursuant to Section 2.05(B)).

(B) Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to

Section 7.03(A) will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one quarter of one percent (0.25%) of the principal amount thereof

for the first one hundred eighty (180) days on which Special Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof, regardless of the number of events giving rise to such

accrual; provided, however, that in no event will Special Interest, together with any Additional Interest, accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of

doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any Additional Interest that accrues on such

Note.

to the Holders, the Trustee and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly describes the report(s) that the Parent Guarantor failed to file with the SEC; (ii) states

that the Company is electing that the sole remedy for such Reporting Event of Default consist of the accrual of Special Interest; and (iii) briefly describes the periods during which and rate at which Special Interest will accrue and the

circumstances under which the Notes will be subject to acceleration on account of such Reporting Event of Default.

(D) Notice to

Trustee and Paying Agent; Trustee’s Disclaimer. If Special Interest accrues on any Note, then, no later than five (5) Business Days before each date on which such Special Interest is to be paid, the Company will deliver an

Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Special Interest on such Note on such date of payment; and (ii) the amount of such Special Interest that is payable on such

date of payment. Neither the Trustee nor the Paying Agent will have any duty or obligation to determine and/or verify whether any Special Interest is payable or the amount thereof.

(E) No Effect on Other Events of Default. No election pursuant to this Section 7.03 with respect to a

Reporting Event of Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other Reporting Event of Default.

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Section 7.04 OTHER REMEDIES.

(A) Trustee May Pursue All Remedies. If an Event of Default occurs and is continuing, then the Trustee may pursue any available remedy

to collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision of this Indenture or the Notes.

(B) Procedural Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of

them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All

remedies will be cumulative to the extent permitted by law.

Section 7.05 WAIVER OF PAST

DEFAULTS.

A Default that is (or, after notice, passage of time or both, would be) an Event of Default pursuant to

clause (i), (ii), (iv) or (vi) of Section 7.01(A) (that, in the case of clause (vi) only, results from a Default under any covenant that cannot be amended without the consent of

each affected Holder) can be waived only with the consent of each affected Holder. Each other Default may be waived, on behalf of all Holders, by the Holders of a majority in aggregate principal amount of the Notes then outstanding. If an Event of

Default is so waived, then it will cease to exist. If a Default is so waived, then it will be deemed to be cured and any Event of Default arising therefrom will be deemed not to occur. However, no such waiver will extend to any subsequent or other

Default or impair any right arising therefrom. Each such waiver of a Default will have the effect set forth in Section 8.04(D).

Section 7.06 CURE OF DEFAULTS; ABILITY TO CURE

OR WAIVE BEFORE EVENT OF DEFAULT OCCURS.

For the avoidance of doubt, and without limiting the manner in which any Default can be cured, (A) a Default consisting of a failure to

send a notice in accordance with this Indenture will be cured upon the sending of such notice; (B) a Default in making any payment on (or delivering any other consideration in respect of) any Note will be cured upon the delivery, in accordance

with this Indenture, of such payment (or other consideration) together, if applicable, with Default Interest thereon; and (C) a Default that is (or, after notice, passage of time or both, would be) a Reporting Event of Default will be cured

upon the filing of the relevant report(s) giving rise to such Default. In addition, for the avoidance of doubt, (A) if a Default that is not an Event of Default is cured or waived before such Default would have constituted an Event of Default,

then no Event of Default will result from such Default and (B) the cure of any Default shall not affect obligation to pay interest that accrued prior to the time of such cure as a result of such Default.

Section 7.07 CONTROL BY MAJORITY.

Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method and place of conducting any

proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law, this Indenture or the Notes, or that, subject to

Section 11.01, the Trustee determines may be unduly prejudicial to the rights of other Holders (it being understood that the Trustee shall not have any duty or obligation to determine if such direction is unduly prejudicial

to the rights of such other Holders) or may involve the Trustee in liability, unless the Trustee is offered (and, if requested, provided with) security and/or indemnity satisfactory to the Trustee against any loss, liability or expense to the

Trustee that may result from the Trustee’s following such direction.

Section 7.08 LIMITATION ON

SUITS.

No Holder may pursue any remedy with respect to this Indenture or the Notes (except to enforce (x) its

rights to receive the principal of, or the Fundamental Change Repurchase Price or Redemption Price for, or any interest on, or the Maturity Premium, if any, in respect of, any Notes; or (y) the Company’s obligations to Exchange any Notes

pursuant to Article 5), unless:

(A) such Holder has previously delivered to the Trustee notice that an Event of Default is

continuing;

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(B) Holders of at least twenty five percent (25%) in aggregate principal amount of the Notes

then outstanding deliver a request to the Trustee to pursue such remedy;

the Trustee security and/or indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from the Trustee’s following such request;

(D) the Trustee does not comply with such request within sixty (60) calendar days after its receipt of such request and such offer of

security and/or indemnity; and

(E) during such sixty (60) calendar day period, Holders of a majority in aggregate principal amount

of the Notes then outstanding do not deliver to the Trustee a direction that is inconsistent with such request.

A Holder of a Note may

not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. The Trustee will have no duty or obligation to determine and/or verify whether any Holder’s use of this Indenture

complies with the preceding sentence.

Section 7.09 ABSOLUTE RIGHT OF HOLDERS

TO INSTITUTE SUIT FOR THE ENFORCEMENT OF THE RIGHT TO RECEIVE PAYMENT

AND EXCHANGE CONSIDERATION.

Notwithstanding anything to the contrary in this Indenture or

the Notes (but without limiting Section 8.01), the right of each Holder of a Note to bring suit for the enforcement of any payment or delivery, as applicable, of the principal of, or the Fundamental Change Repurchase Price

or Redemption Price for, or any interest on, or the Maturity Premium, if any, in respect of, or the Exchange Consideration due pursuant to Article 5 upon Exchange of, such Note on or after the respective due dates therefor provided in this

Indenture and the Notes, will not be impaired or affected without the consent of such Holder.

Section 7.10 COLLECTION

SUIT BY TRUSTEE.

The Trustee will have the right, upon the occurrence and continuance of

an Event of Default pursuant to clause (i), (ii) or (iv) of Section 7.01(A), to recover judgment in its own name and as trustee of an express trust against the Company for the total unpaid or

undelivered principal of, or Fundamental Change Repurchase Price or Redemption Price for, or any interest on, or the Maturity Premium, if any, in respect of, or Exchange Consideration due pursuant to Article 5 upon Exchange of, the Notes, as

applicable, and, to the extent lawful, any Default Interest on any Defaulted Amounts, and such further amounts sufficient to cover the costs and expenses of collection, including compensation provided for in Section 11.06.

Section 7.11 TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee has the right to (A) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have

the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes) or its creditors or property and (B) collect, receive and distribute any money or other property payable

or deliverable on any such claims. Each Holder authorizes any custodian in such proceeding to make such payments to the Trustee, and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount

due to the Trustee for the reasonable compensation, expenses, disbursements and advances of the Trustee, and its agents and counsel, and any other amounts payable to the Trustee pursuant to Section 11.06. To the extent that

the payment of any such compensation, expenses, disbursements, advances and other amounts out of the estate in such proceeding, is denied for any reason, payment of the same will be secured by a lien (senior to the rights of Holders) on, and will be

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 in this Indenture will be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes 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.

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Section 7.12 PRIORITIES.

The Trustee will pay or deliver in the following order any money or other property that it collects pursuant to this Article 7:

First: to the Trustee (in each of its capacities under this Indenture, including as a Note Agent) and its agents and

attorneys for amounts due under this Indenture, including, without limitation, under Section 11.06 hereof, including payment of all fees and compensation of, and all expenses and liabilities incurred, and all advances made,

by, the Trustee (in each of its capacities under this Indenture, including as a Note Agent) and the costs and expenses of collection;

Second: to Holders for unpaid amounts or other property due on the Notes, including the principal of, or the Fundamental

Change Repurchase Price or Redemption Price for, or any interest on, or the Maturity Premium, if any, in respect of, or any Exchange Consideration due upon Exchange of, the Notes, ratably, and without preference or priority of any kind, according to

such amounts or other property due and payable on all of the Notes; and

Third: to the Company or such other Person

as a court of competent jurisdiction directs.

The Trustee may fix a record date and payment date for any payment or delivery to the

Holders pursuant to this Section 7.12, in which case the Trustee will instruct the Company to, and the Company will, deliver, at least fifteen (15) calendar days before such record date, to each Holder and the Trustee

a notice stating such record date, such payment date and the amount of such payment or nature of such delivery, as applicable.

Section 7.13

UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this

Indenture or the Notes or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court, in its discretion, may (A) require the filing by any litigant party in such suit of an undertaking to pay the costs of such

suit; and (B) assess reasonable costs (including reasonable attorneys’ fees) against any litigant party in such suit, having due regard to the merits and good faith of the claims or defenses made by such litigant party; provided,

however, that this Section 7.13 does not apply to any suit by the Trustee, any suit by a Holder pursuant to Section 7.09 or any suit by one or more Holders of more than ten percent (10%) in

aggregate principal amount of the Notes then outstanding.

Section 7.14 RESTORATION OF RIGHTS.

If the Trustee has proceeded to enforce any right under this Indenture and such proceedings are discontinued or abandoned because of

any waiver under this Indenture or any rescission and annulment under this Indenture or are determined adversely to the Trustee, then the Company, the Holders and the Trustee will, subject to any determination in such proceeding, be restored to

their respective several positions and rights under this Indenture, and all rights, remedies and powers of the Company, the Holders and the Trustee will continue as though no such proceeding had been instituted.

Article 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01 WITHOUT THE CONSENT OF HOLDERS.

Notwithstanding anything to the contrary in Section 8.02, the Company, the Parent Guarantor and the Trustee may amend or supplement

this Indenture, the Notes or the Guarantee without the consent of any Holder to:

(A) cure any ambiguity or correct any omission, defect or

inconsistency in this Indenture or the Notes;

(B) add additional guarantees with respect to the Company’s obligations under this

Indenture or the Notes;

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(D) add to the Company’s or the Parent Guarantor’s covenants or Events of

Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Parent Guarantor;

(E) provide for

the assumption of the Company’s or the Parent Guarantor’s obligations under this Indenture, the Notes and each Registration Rights Agreement pursuant to, and in compliance with, Article 6 or Section 9.04,

as applicable;

(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in

connection with a Common Stock Change Event;

(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount;

provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and

(ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note;

(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;

(I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s

preliminary offering memorandum, dated September 14, 2026, as supplemented by the related pricing term sheet, dated September 14, 2026;

(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);

(K) comply with any requirement of the SEC in connection with any qualification of this Indenture, or any related supplemental indenture,

under the Trust Indenture Act, as then in effect; or

(L) make any other change to this Indenture or the Notes that does not, individually

or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith.

At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the

“Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Section 8.02

WITH THE CONSENT OF HOLDERS.

(A) Generally. Subject

to Sections 8.01, 7.05 and 7.09 and the immediately following sentence, the Company, the Parent Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then

outstanding, amend or supplement this Indenture, the Notes or the Guarantee or waive compliance with any provision of this Indenture, the Notes or the Guarantee. Notwithstanding anything to the contrary in the foregoing sentence, but subject to

Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture, the Notes or the Guarantee, or waiver of any provision of this Indenture, the Notes or the Guarantee, may:

(i) reduce the principal, or change the stated maturity, of any Note;

(ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the

circumstances under which, the Notes may or will be redeemed or repurchased by the Company;

(iii) reduce the rate, or

extend the time for the payment, of interest on any Note;

(iv) reduce the Maturity Premium or change the times at which,

or the circumstances under which, the Maturity Premium is payable with respect to any Notes;

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(v) make any change that adversely affects the Exchange rights of any Note;

(vi) impair the rights of any Holder set forth in Section 7.09 (as such section is in effect on

the Issue Date);

(vii) change the ranking of the Notes or the Guarantee;

(viii) other than in accordance with this Indenture, eliminate the Guarantee of the Notes;

(ix) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;

(x) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or

(xi) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the

Notes that requires the consent of each affected Holder.

(B) Holders Need Not Approve the Particular Form of any Amendment. A

consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

Section 8.03 NOTICE OF AMENDMENTS, SUPPLEMENTS AND WAIVERS.

As soon as reasonably practicable after any amendment, supplement or waiver pursuant to Section 8.01 or

8.02 becomes effective, the Company will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states the effective date thereof;

provided, however, that the Company will not be required to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report filed by the Company with the SEC within four (4) Business

Days of its effectiveness. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity of such amendment, supplement or waiver.

Section 8.04 REVOCATION, EFFECT AND SOLICITATION OF

CONSENTS; SPECIAL RECORD DATES; ETC.

(A) Revocation and

Effect of Consents. The consent of a Holder of a Note to an amendment, supplement or waiver will bind (and constitute the consent of) each subsequent Holder of any Note to the extent the same evidences any portion of the same indebtedness as the

consenting Holder’s Note, subject to the right of any Holder of a Note to revoke (if not prohibited pursuant to Section 8.04(B)) any such consent with respect to such Note by delivering notice of revocation to the

Trustee before the time such amendment, supplement or waiver becomes effective.

(B) Special Record Dates. The Company may, but is

not required to, fix a record date for the purpose of determining the Holders entitled to consent or take any other action in connection with any amendment, supplement or waiver pursuant to this Article 8. If a record date is fixed, then,

notwithstanding anything to the contrary in Section 8.04(A), only Persons who are Holders as of such record date (or their duly designated proxies) will be entitled to give such consent, to revoke any consent previously

given or to take any such action, regardless of whether such Persons continue to be Holders after such record date; provided, however, that no such consent will be valid or effective for more than one hundred and twenty

(120) calendar days after such record date.

Indenture or the Notes to the consent of a Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.

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(D) Effectiveness and Binding Effect. Each amendment or supplement to this Indenture,

the Notes or the Guarantee, or waiver of any Default, Event of Default or compliance with any provision of this Indenture, the Notes or the Guarantee, will become effective in accordance with its terms and, when it becomes effective with respect to

any Note (or any portion thereof), will thereafter bind every Holder of such Note (or such portion).

Section 8.05 NOTATIONS

AND EXCHANGES.

If any amendment, supplement or waiver changes the terms of a Note or the Guarantee, then

the Trustee or the Company may, but shall not be obligated to, require the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note and return such Note to

such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute and deliver, upon receipt of a Company Order, and the Trustee will authenticate, in each case in accordance with

Section 2.02, a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.05 will not impair or affect the validity of

such amendment, supplement or waiver.

Section 8.06 TRUSTEE TO EXECUTE SUPPLEMENTAL

INDENTURES.

The Trustee will execute and deliver any amendment or supplemental indenture authorized pursuant to this

Article 8; provided, however, that the Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that the Trustee concludes adversely affects the

Trustee’s rights, duties, liabilities, indemnities, protections, or immunities. In executing any amendment or supplemental indenture, the Trustee will be entitled to receive, and (subject to Sections 11.01 and 11.02) will be

fully protected in relying on, an Officer’s Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such amendment or supplemental indenture is authorized or permitted by this Indenture; and (B) in the

case of the Opinion of Counsel, such amendment or supplemental indenture is valid, binding and enforceable against the Company in accordance with its terms.

Article 9 GUARANTEE

Section 9.01

GUARANTEE.

(A) Generally. By its execution of this Indenture (or any amended or supplemental indenture pursuant

to Section 8.01(B)), the Parent Guarantor acknowledges and agrees that it receives substantial benefits from the Company and that the Parent Guarantor is providing its Guarantee for good and valuable consideration,

including such substantial benefits. Subject to this Article 9, the Parent Guarantor hereby fully and unconditionally guarantees, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and

assigns, regardless of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, that:

(i) the principal of, any interest on, the Maturity Premium, if any, in respect of, and any Exchange Consideration for, the

Notes will be promptly paid in full when due, whether at maturity, by acceleration, on a Fundamental Change Repurchase Date, upon Redemption or otherwise, and interest on the overdue principal of, any interest on, the Maturity Premium, if any, in

respect of, or any Exchange Consideration for, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee (including in each of its capacities under this Indenture, including as a Note Agent) under this Indenture or

the Notes, will be promptly paid or delivered in full or performed, as applicable, in each case in accordance with this Indenture and the Notes; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will

be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, on a Fundamental Change Repurchase Date, upon Redemption or otherwise,

(collectively, the “Guaranteed Obligations”), in each case subject to Section 9.02.

Upon the failure of any payment when due of any amount so guaranteed, and upon the failure of any performance so guaranteed, for whatever

reason, the Parent Guarantor will be obligated to pay or perform, as applicable, the same immediately. The Parent Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

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(B) Guarantee Is Unconditional; Waiver of Diligence, Presentment, Etc. The Parent

Guarantor agrees that its Guarantee of the Guaranteed Obligations is unconditional, regardless of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, the absence of any

action to enforce the same, any waiver or consent by any Holder with respect to any provisions of this Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that might

otherwise constitute a legal or equitable discharge or defense of a guarantor. The Parent Guarantor agrees that in the event of a default in any obligation of the Company under this Indenture or the Notes, including any payment of the principal of

or interest on, the Maturity Premium, if any, in respect of, or any Exchange Consideration for the Notes when due, whether at maturity, by acceleration, on a Fundamental Change Repurchase Date or otherwise, legal proceedings may be instituted

directly against the Parent Guarantor to enforce the Guarantee without first proceeding against the Company. The Parent Guarantor waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or

bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained

in this Indenture and the Notes.

by any court or otherwise to return, to the Company, the Parent Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Parent Guarantor, any consideration paid or delivered by the Company

or the Parent Guarantor to such Holder or the Trustee (including in each of its capacities under this Indenture, including as a Note Agent), then the Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(D) Subrogation. The Parent Guarantor agrees that any right of subrogation, reimbursement or contribution it may have in relation to

the Holders or in respect of any Guaranteed Obligations will be subordinated to, and will not be enforceable until payment in full of, all Guaranteed Obligations. The Parent Guarantor further agrees that, as between the Parent Guarantor, on the one

hand, and the Holders and the Trustee (including in each of its capacities under this Indenture, including as a Note Agent), on the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 7,

notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations; and (ii) if any Guaranteed Obligations are accelerated pursuant to Article 7, then such Guaranteed

Obligations will, whether or not due and payable, immediately become due and payable by the Parent Guarantor.

Section 9.02

LIMITATION ON PARENT GUARANTOR LIABILITY.

The Parent Guarantor, and, by its

acceptance of any Note, each Holder, confirms that the Parent Guarantor and the Holders intend that the Guarantee of the Parent Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent

Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Guarantee. Each of the Trustee, the Holders and the Parent Guarantor irrevocably agrees that the obligations of the Parent

Guarantor under its Guarantee will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor that are relevant under such laws, result in the

obligations of the Parent Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.

Section 9.03

EXECUTION AND DELIVERY OF GUARANTEE.

The execution by the

Parent Guarantor of this Indenture (or an amended or supplemental indenture pursuant to Section 8.01(B)) evidences the Guarantee of the Parent Guarantor, and the delivery of any Note by the Trustee after its authentication

constitutes due delivery of the Guarantee on behalf of the Parent Guarantor. A Guarantee’s validity will not be affected by the failure of any officer of the Parent Guarantor executing this Indenture or any such amended or supplemental

indenture on the Parent Guarantor’s behalf to hold, at the time any Note is authenticated, the same or any other office at the Parent Guarantor, and the Guarantee will be valid and enforceable even if no notation, certificate or other

instrument is set upon or attached to, or otherwise executed and delivered to the Holder of, any Note.

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Section 9.04 WHEN THE PARENT GUARANTOR

MAY MERGE, ETC.

(A) Parent Guarantor Business Combination Events. The Parent

Guarantor will not consolidate with or merge with or into, or (directly, or indirectly through one or more of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets

of the Parent Guarantor and its Subsidiaries, taken as a whole, to another Person (a “Parent Guarantor Business Combination Event”), unless:

(i) the resulting, surviving or transferee Person either (x) is the Parent Guarantor or (y) if not the Parent

Guarantor, is a Qualified Successor Entity (such Qualified Successor Entity, the “Parent Guarantor Successor Entity”) duly organized and existing under the laws of the United States of America, any State thereof or the District of

Columbia that expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Parent Guarantor Business Combination Event, a supplemental indenture pursuant to Section 8.01(E)) all of

the Parent Guarantor’s obligations under this Indenture, the Notes and each Registration Rights Agreement; and

(ii)

immediately after giving effect to such Parent Guarantor Business Combination Event, no Default will have occurred and be continuing.

(B)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. At or before the effective time of any Parent Guarantor Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and

Opinion of Counsel, each stating that (i) such Parent Guarantor Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 9.04(A); and (ii) all conditions precedent to

such Parent Guarantor Business Combination Event provided in this Indenture have been satisfied.

Substituted. At the effective time of any Parent Guarantor Business Combination Event that complies with Section 9.04(A) and Section 9.04(B), the Parent Guarantor Successor Entity (if not the

Parent Guarantor) will succeed to, and may exercise every right and power of, the Parent Guarantor under this Indenture, the Notes, and each Registration Rights Agreement with the same effect as if such Parent Guarantor Successor Entity had been

named as the Parent Guarantor in this Indenture, the Notes and each Registration Rights Agreement, and, except in the case of a lease, the predecessor Parent Guarantor will be discharged from its obligations under this Indenture, the Notes, and

(unless the Underlying Security immediately after such Parent Guarantor Business Combination Event includes any securities of such predecessor Parent Guarantor) each Registration Rights Agreement.

(D) Exclusion for Asset Transfers by the Parent Guarantor to the Company or Wholly Owned Subsidiaries. Notwithstanding anything to the

contrary in this Section 9.04, this Section 9.04 will not apply to any transfer of assets (other than by merger or consolidation) between or among (x) the Parent Guarantor; and (y) the

Company or any one or more of the Company’s or the Parent Guarantor’s Wholly Owned Subsidiaries.

Section 9.05

APPLICATION OF CERTAIN PROVISIONS TO THE PARENT GUARANTOR.

(A) Officer’s Certificates and Opinions of Counsel. Upon any request or application by the Parent Guarantor to the Trustee to take

any action under this Indenture, the Trustee will be entitled to receive an Officer’s Certificate and an Opinion of Counsel pursuant to Section 12.02 with the same effect as if each reference to the Company in

Section 12.02 or in the definitions of “Officer,” “Officer’s Certificate” or “Opinion of Counsel” were instead a reference to the Parent Guarantor.

(B) Company Order. A Company Order may be given by the Parent Guarantor with the same effect as if each reference to the Company in the

definitions of “Company Order” or “Officer” were instead a reference to the Parent Guarantor.

Demands. Any notice or demand that this Indenture requires or permits to be given by the Trustee, or by any Holders, to the Company may instead be given to the Parent Guarantor.

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Section 9.06 AUTOMATIC RELEASE OF

GUARANTEE.

Notwithstanding anything to the contrary in this Article 9, the Guarantee of the Parent Guarantor

will be automatically released, and the Parent Guarantor’s obligations under its Guarantee will be automatically released and discharged, and, in each case, be of no future force and effect, upon the occurrence of any of the following events:

(A) the Company’s obligations under this Indenture and the Notes are discharged in accordance with the terms of this Indenture;

(B) the merger or consolidation of the Parent Guarantor into the Company; or

(C) all remaining obligations to make payments or deliver other Exchange Consideration with respect to all Notes are discharged in full after

the same has become due.

For the avoidance of doubt, this Section 9.06 will not limit the operation of

Section 5.09.

Article 10 SATISFACTION AND DISCHARGE

Section 10.01 TERMINATION OF COMPANY’S OBLIGATIONS.

This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when:

(A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.12) have (i) been delivered to

the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon Exchange or otherwise) for an amount of cash or Exchange Consideration, as applicable,

that has been fixed;

(B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with

respect to Exchange Consideration, the Exchange Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be Exchanged, Exchange Consideration) sufficient to

satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.12);

(D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions

precedent to the discharge of this Indenture have been satisfied;

provided, however, that Section 2.10(E),

Article 11 and Section 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.14 and the obligations of the Trustee, the Paying Agent, Registrar and the Exchange

Agent with respect to money or other property deposited with them will survive such discharge.

At the Company’s written request,

the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Section 10.02 REPAYMENT TO

COMPANY.

Subject to applicable unclaimed property law, the Trustee, the Paying Agent and the Exchange Agent will

promptly notify the Company if there exists (and, at the Company’s written request, promptly deliver to the Company) any cash, Exchange Consideration or other property held by any of them for payment or delivery on the Notes that remain

unclaimed two (2) years after the date on which such payment or delivery was due. After such delivery to the Company, the Trustee, the Paying Agent and the Exchange Agent will have no further liability to any Holder with respect to such cash,

Exchange Consideration or other property, and Holders entitled to the payment or delivery of such cash, Exchange Consideration or other property must look to the Company for payment as a general creditor of the Company.

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Section 10.03 REINSTATEMENT.

If the Trustee, the Paying Agent or the Exchange Agent is unable to apply any cash or other property deposited with it pursuant to

Section 10.01 because of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or otherwise prohibits such application, then the discharge of this Indenture

pursuant to Section 10.01 will be rescinded; provided, however, that if the Company thereafter pays or delivers any cash or other property due on the Notes to the Holders thereof, then the Company will be

subrogated to the rights of such Holders to receive such cash or other property from the cash or other property, if any, held by the Trustee, the Paying Agent or the Exchange Agent, as applicable.

Article 11 TRUSTEE

Section 11.01

DUTIES OF THE TRUSTEE.

(A) If an Event of Default has occurred and is

continuing, and a Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of Section 11.02(F), the Trustee will exercise such of the rights and powers

vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(B) Except during the continuance of an Event of Default:

(i) the duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need

perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may, without investigation, conclusively rely,

as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture; provided,

however, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(C) The Trustee may not be relieved from liabilities for its negligence or willful misconduct (as determined by a court of competent

jurisdiction in a final, non-appealable decision), except that:

(i) this paragraph

will not limit the effect of Section 11.01(B);

(ii) the Trustee will not be liable for any error

of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a

direction received by it pursuant to Section 7.07.

(D) No provision of this Indenture will require the Trustee

to expend or risk its own funds or incur any liability.

(E) The Trustee will not be liable for interest on any money received by it,

except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.

(F) The Trustee will not be liable in its individual capacity for the obligations evidenced by the Notes.

(G) Each provision of this Indenture that in any way relates to the Trustee (including any provision that affects the liability of, or affords

protection to, the Trustee) is subject to this Section 11.01, regardless of whether such provision so expressly provides.

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Section 11.02 RIGHTS OF THE TRUSTEE.

(A) The Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person, and

the Trustee need not investigate any fact or matter stated in such document.

(B) Before the Trustee acts or refrains from acting, it may

require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may

consult with counsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.

(C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent

appointed with due care.

(D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes

to be authorized or within the rights or powers vested in it by this Indenture.

(E) Unless otherwise specifically provided in this

Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(F) The

Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered (and, if requested, provided) the Trustee security and/or indemnity satisfactory to the Trustee

against any loss, liability or expense that it may incur in complying with such request or direction.

(G) The Trustee will not be

responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(H) The permissive rights of the Trustee set forth in this Indenture will not be construed as duties imposed on the Trustee.

(I) The Trustee will not be required to give any bond or surety in respect of the execution or performance of this Indenture or otherwise.

(J) Unless a Responsible Officer of the Trustee has received written notice from the Company that Additional Interest or Special Interest

is owing or accruing, on the Notes, the Trustee may assume that no Additional Interest or Special Interest, as applicable, is payable or accruing.

(K) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be compensated, reimbursed and

indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as a Note Agent.

(L) The Trustee will not be charged with knowledge of any document or agreement other than this Indenture and the Notes.

(M) Neither the Trustee nor any Note Agent will have any responsibility or liability to any person for any action taken or not taken by, or

any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the Depositary) and may conclusively rely, without investigation, on any information

provided by the Depositary.

(N) The Trustee will not be bound to make any investigation into the facts or matters stated in any

resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such

facts or matters as it may see fit, and, if the Trustee determines to make such further inquiry or investigation, it will be entitled, at a reasonable time on any Business Day after reasonable notice, to examine the books, records and premises of

the Company relevant to the facts or matters that are the subject of its inquiry, personally or by agent or attorney.

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(O) Delivery of reports and documents to the Trustee under this Indenture are for

informational purposes only, and the Trustee’s receipt of such reports and documents will not constitute constructive notice of any information contained therein or determinable from information contained therein.

(P) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and titles of

officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized

in any such certificate previously delivered and not superseded.

Section 11.03 INDIVIDUAL RIGHTS OF

THE TRUSTEE.

The Trustee, in its individual or any other capacity, may become the owner or pledgee of

any Note and may otherwise deal with the Company or any of its Affiliates with the same rights that it would have if it were not Trustee; provided, however, that if the Trustee acquires a “conflicting interest” (within the

meaning of Section 310(b) of the Trust Indenture Act), then it must eliminate such conflict within ninety (90) days or resign as Trustee. Each Note Agent will have the same rights and duties as the Trustee under this

Section 11.03.

Section 11.04 TRUSTEE’S DISCLAIMER.

The Trustee will not be (A) responsible for, and makes no representation as to, the validity or adequacy of this Indenture or the Notes;

(B) accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture; (C) responsible for the use or application of any

money received by any Paying Agent other than the Trustee; and (D) responsible for any statement or recital in this Indenture, the Notes or any other document relating to the sale of the Notes or this Indenture, other than the Trustee’s

certificate of authentication. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty, covenant or agreement of any Person,

other than the Trustee, made in this Indenture.

Section 11.05 NOTICE OF DEFAULTS.

If a Default occurs and is continuing and is actually known to a Responsible Officer of the Trustee, then the Trustee will send Holders a

notice of such Default within ninety (90) days after it occurs or, if it is not actually known to a Responsible Officer of the Trustee at such time, promptly (and in any event within ten (10) Business Days) after it becomes actually known

to a Responsible Officer of the Trustee; provided, however, that, except in the case of a Default in the payment of the principal of, or interest on, or the Maturity Premium, if any, in respect of, any Note, the Trustee may (but shall

not be obligated to) withhold such notice if and for so long as it in good faith determines that withholding such notice is in the interests of the Holders. For the avoidance of doubt, the Trustee will not be required to deliver such notice at any

time after such Default is cured or waived. The Trustee will not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless (A) written notice thereof has been received by a Responsible Officer; and

(B) such notice references the Notes and this Indenture and states on its face that a Default or Event of Default, as applicable, has occurred.

Section 11.06 COMPENSATION AND INDEMNITY.

(A) The Company will, from time to time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services under this

Indenture as separately agreed to by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the

Company will reimburse the Trustee (in each of its capacities under this Indenture, including as a Note Agent) promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the

reasonable compensation, disbursements and expenses of its agents and counsel.

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(B) The Company will indemnify the Trustee (in each of its capacities under this Indenture,

including as a Note Agent) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of

its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any

Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable (as determined by a final, non-appealable decision of a court of competent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the

Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company may defend

such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential

conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a

conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld, conditioned or delayed. Any settlement that affects the Trustee may not be entered into

without the consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure

to act by or on behalf of the Trustee.

the resignation or removal of the Trustee and the discharge of this Indenture.

(D) To secure the Company’s payment obligations in

this Section 11.06, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular Notes, which lien will

survive the discharge of this Indenture.

(E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to

clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of

administration under any Bankruptcy Law.

Section 11.07 REPLACEMENT OF THE TRUSTEE.

(A) Notwithstanding anything to the contrary in this Section 11.07, a resignation or removal of the Trustee,

and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 11.07.

(B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Holders of

a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(i) the Trustee fails to comply with Section 11.09;

(ii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under

any Bankruptcy Law;

(iii) a custodian or public officer takes charge of the Trustee or its property; or

(iv) the Trustee becomes incapable of acting.

(C) If the Trustee resigns or is removed, or if a vacancy exists in the office of the Trustee for any reason, then (i) the Company will

promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the Notes then outstanding may appoint a successor Trustee

to replace such successor Trustee appointed by the Company.

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(D) If a successor Trustee does not take office within sixty (60) days after the

retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the

appointment of a successor Trustee.

(E) If the Trustee, after written request by a Holder of at least six (6) months, fails to

comply with Section 11.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the

resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will deliver notice of its succession to Holders.

The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided

for in Section 11.06(D).

Section 11.08 SUCCESSOR TRUSTEE BY

MERGER, ETC.

Any entity into which the Trustee may be merged or converted or with which it may be

consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee is a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee, will (without the execution or

filing of any paper or any further act on the part of any of the parties to this Indenture) be the successor of the Trustee under this Indenture, provided that such entity is otherwise qualified and eligible to act as such under this

Article 11.

Section 11.09 ELIGIBILITY; DISQUALIFICATION.

There will at all times be a Trustee under this Indenture that is a corporation organized and doing business under the laws of the United

States of America or of any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least

$100.0 million as set forth in its most recent published annual report of condition.

Article 12 MISCELLANEOUS

Section 12.01 NOTICES.

Any notice or communication by the Company or the Parent Guarantor or the Trustee (including in its capacity as a Note Agent) to the other will

be deemed to have been duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission, electronic transmission or other similar means of unsecured electronic

communication or overnight air courier guaranteeing next day delivery, or to the other’s address, which initially is as follows:

to the Company or the Parent Guarantor:

Piedmont Operating Partnership, LP

5565 Glenridge Connector Suite 450

Atlanta, GA 30342

Attention:

Chief Financial Officer

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with a copy (which will not constitute notice) to:

King & Spalding LLP

1180 Peachtree Street, Suite 1600

Atlanta, GA 30309

Attention:

Keith Townsend

If to the Trustee:

For Purposes of Presentment of Payment or Repurchase or Surrender for Registration, Transfer or Exchange:

U.S. Bank Trust Company, National Association

111 Fillmore Ave.

St. Paul, MN

55107

Attention: Global Corporate Trust - Piedmont Operating Partnership, L.P.

Telephone No: [***]

Email: [***]

For all other purposes:

U.S. Bank Trust Company, National Association

1 Federal St,

Boston, MA 02110

Attention: Global Corporate Trust - Piedmont Operating Partnership, L.P.

Telephone No: [***]

Email: [***]

Notwithstanding anything to the contrary in the preceding paragraph, notices to the Trustee or any Note Agent must be in writing and will

be deemed to have been given upon actual receipt by the Trustee or such Note Agent, as applicable.

The Company, the Parent Guarantor or

the Trustee, by notice to the others, may designate additional or different addresses (including facsimile numbers and electronic addresses) for subsequent notices or communications.

The Trustee will not have any duty to confirm that the person sending any notice, instruction or other communication by electronic

transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Trustee to comply with the

ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) will be deemed

original signatures for all purposes. Any person that uses electronic signatures or electronic methods to send communications to the Trustee assumes all risks arising out of such use, including the risk of the Trustee acting on an unauthorized

communication and the risk of interception or misuse by third parties. Notwithstanding anything to the contrary in this paragraph, the Trustee may, in any instance and in its sole discretion, require that an original document bearing a manual

signature be delivered to the Trustee in lieu of, or in addition to, any such electronic communication.

All notices and communications

(other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when

receipt is acknowledged, if transmitted by facsimile, electronic transmission or other similar means of unsecured electronic communication; and (D) the next Business Day after timely delivery to the courier, if sent by overnight air courier

guaranteeing next day delivery.

All notices or communications required to be made to a Holder pursuant to this Indenture must be made in

writing and will be deemed to be duly sent or given in writing if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to its address shown on the Register;

provided, however, that (A) a notice or communication to a Holder of a Global Note may, but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to be duly sent or

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given in writing); and (B) a notice or communication to a Holder of a Global Note that is entitled to the benefits of a Registration Rights Agreement may, but need not, be sent in any manner

permitted by such Registration Rights Agreement to the owner of the related beneficial interest in such Global Note if such owner is a Notice Holder under such Registration Rights Agreement. The failure to send a notice or communication to a Holder,

or any defect in such notice or communication, will not affect its sufficiency with respect to any other Holder.

If the Trustee is then

acting as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee, the Trustee will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures,

provided such request is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee at least two (2) Business Days before the date such notice is to be so sent. For the avoidance of doubt, such Company

Order need not be accompanied by an Officer’s Certificate or Opinion of Counsel. The Trustee will not have any liability relating to the contents of any notice that it sends to any Holder pursuant to any such Company Order.

If a notice or communication is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly

given, whether or not the addressee receives it.

Notwithstanding anything to the contrary in this Indenture or the Notes,

(A) whenever any provision of this Indenture requires a party to deliver notice to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities (and, for purposes of the

interpretation of this Indenture, such notice will be deemed to have been duly sent at the time otherwise required by this Indenture); and (B) whenever any provision of this Indenture requires a party to deliver notice to more than one

receiving party, and each receiving party is the same Person acting in different capacities, then only one such notice need be sent to such Person.

Section 12.02 DELIVERY OF OFFICER’S CERTIFICATE AND

OPINION OF COUNSEL AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company to the Trustee to take any action under this Indenture (other than the initial authentication of

Notes under this Indenture), the Company will furnish to the Trustee:

(A) an Officer’s Certificate that complies with

Section 12.03 and states that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for in this Indenture relating to such action have been satisfied; and

(B) an Opinion of Counsel that complies with Section 12.03 and states that, in the opinion of such counsel, all such

conditions precedent and covenants, if any, have been satisfied.

Section 12.03 STATEMENTS REQUIRED

IN OFFICER’S CERTIFICATE AND OPINION OF COUNSEL.

Each Officer’s Certificate (other than an Officer’s Certificate pursuant to Section 3.06) or Opinion of

Counsel with respect to compliance with a covenant or condition provided for in this Indenture will include:

(A) a statement that the

signatory thereto has read such covenant or condition;

(B) a brief statement as to the nature and scope of the examination or

investigation upon which the statements or opinions contained therein are based;

he, she or it has made such examination or investigation as is necessary to enable him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(D) a statement as to whether, in the opinion of such signatory, such covenant or condition has been satisfied.

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Section 12.04 RULES BY THE TRUSTEE,

THE REGISTRAR, THE PAYING AGENT AND THE EXCHANGE AGENT.

The Trustee may make reasonable rules for action by or at a meeting of Holders. Each of the Registrar, the Paying Agent and the Exchange Agent

may make reasonable rules and set reasonable requirements for its functions.

Section 12.05 NO PERSONAL

LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS AND STOCKHOLDERS.

No past, present or future director, officer, employee, incorporator, partner or stockholder of the Company or the Parent Guarantor, as such,

will have any liability for any obligations of the Company or the Parent Guarantor under this Indenture, the Notes or the Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note,

each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

Section 12.06 GOVERNING LAW; WAIVER OF JURY TRIAL.

THIS INDENTURE, THE GUARANTEE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE OR

THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE PARENT GUARANTOR AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO

TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEE OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE, THE NOTES OR THE GUARANTEE.

Section 12.07 SUBMISSION TO JURISDICTION.

Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated by this Indenture may be

instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and each

party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any

applicable statute or rule of court) to such party’s address set forth in Section 12.01 will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, the

Parent Guarantor, the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and

unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Section 12.08 No ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

Neither this Indenture nor the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its

Subsidiaries or of any other Person, and no such indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes.

Section 12.09 SUCCESSORS.

All agreements of each of the Company and the Parent Guarantor in this Indenture and the Notes will bind its successors. All agreements of the

Trustee in this Indenture will bind its successors.

Section 12.10 FORCE MAJEURE.

The Trustee and each Note Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility

under this Indenture or the Notes by reason of any occurrence beyond its control (including any act or provision of any present or future law or regulation or governmental authority, act of God or war, civil unrest, local or national disturbance or

disaster, act of terrorism or unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

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Section 12.11 U.S.A. PATRIOT ACT.

The Company acknowledges that, in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions, in

order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company

agrees to provide the Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.

Section 12.12

CALCULATIONS.

Except as otherwise provided in this Indenture, the Company will be responsible for making all

calculations called for under this Indenture or the Notes, including determinations of the Last Reported Sale Price, the Daily Exchange Value, the Daily Cash Amount, the Daily Share Amount, the Daily VWAP, the Trading Price, accrued interest

(including Additional Interest or Special Interest) on the Notes, the Redemption Price, the Fundamental Change Repurchase Price and the Exchange Rate.

The Company will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders.

The Company will provide a schedule of its calculations to the Trustee and the Exchange Agent, and each of the Trustee and the Exchange Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification.

The Trustee will promptly forward a copy of each such schedule to a Holder upon its written request therefor. For the avoidance of doubt, the Trustee will not be responsible or obligated to make or confirm any calculations or other amounts called

for under this Indenture or the Notes.

Section 12.13 SEVERABILITY.

If any provision of this Indenture or the Notes is invalid, illegal or unenforceable, then the validity, legality and enforceability of the

remaining provisions of this Indenture or the Notes will not in any way be affected or impaired thereby.

Section 12.14

COUNTERPARTS.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, and

all of them together represent the same agreement. Delivery of an executed counterpart of this Indenture by facsimile, electronically in portable document format or in any other format will be effective as delivery of a manually executed

counterpart.

Section 12.15 TABLE OF CONTENTS, HEADINGS, ETC.

The table of contents and the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are

not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture.

Section 12.16 WITHHOLDING TAXES.

Each Holder of a Note agrees, and each beneficial owner of an interest in a Global Note, by its acquisition of such interest, is deemed to

agree, that if the Company, the Parent Guarantor or other applicable withholding agent (including the Trustee or a Note Agent) pays withholding taxes or backup withholding on behalf of such Holder or beneficial owner as a result of an adjustment or

the non-occurrence of an adjustment to the Exchange Rate, then the Company, the Parent Guarantor or such withholding agent, as applicable, may, at its option, withhold such amounts from or set off such amounts

against payments of cash or the delivery of other Exchange Consideration on such Note, any payments on the Common Stock or sales proceeds received by, or other funds or assets of, such Holder or the beneficial owner of such Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

-71-

IN WITNESS WHEREOF, the parties to this Indenture have caused this Indenture to be

duly executed as of the date first written above.

PIEDMONT OPERATING PARTNERSHIP, LP

By: Piedmont Realty Trust, Inc., its General Partner

By:

/s/ Sherry L. Rexroad

Name: Sherry L. Rexroad

Title: Executive Vice President, Chief Financial Officer and Corproate Secretary

PIEDMONT REALTY TRUST, INC.

By:

/s/ Sherry L. Rexroad

Name: Sherry L. Rexroad

Title: Executive Vice President, Chief Financial Officer and Corproate Secretary

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ James H. Byrnes

Name: James H. Byrnes

Title: Vice President

[Signature Page to

Indenture]

EXHIBIT A

FORM OF NOTE

[Insert

Global Note Legend, if applicable]

[Insert Restricted Note Legend, if applicable]

[Insert Non-Affiliate Legend]

PIEDMONT OPERATING PARTNERSHIP, LP

2.875% Exchangeable Senior Note due 2031

CUSIP No.:

[___]

Certificate No. [___]

ISIN No.:

[___]

Piedmont Operating Partnership, LP, a Delaware limited partnership, for value received, promises to pay to

[Cede & Co.], or its registered assigns, the principal sum of [___] dollars ($[___]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]* on

February 1, 2031 and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all accrued and unpaid interest are paid or duly provided for.

Interest Payment Dates:

February 1 and August 1 of each year, commencing on [date].

Regular Record Dates:

January 15 and July 15.

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

Insert bracketed language for Global Notes only.

A-1

IN WITNESS WHEREOF, Piedmont Operating Partnership, LP has caused this instrument to

be duly executed as of the date set forth below.

PIEDMONT OPERATING PARTNERSHIP, LP

Date:

By:

Name:

Title:

A-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. Bank Trust Company, National Association, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned

Indenture.

Date:

By:

Name:

Title:

A-3

PIEDMONT OPERATING PARTNERSHIP, LP

2.875% Exchangeable Senior Note due 2031

This Note is one of a duly authorized issue of notes of Piedmont Operating Partnership, LP, a Delaware limited partnership (the

“Company”), designated as its 2.875% Exchangeable Senior Notes due 2031 (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of September 17, 2026 (as the same may be amended from

time to time, the “Indenture”), among the Company, the Parent Guarantor and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to

them in the Indenture.

The Indenture sets forth the rights and obligations of the Company, the Parent Guarantor, the Trustee and the

Holders and the terms of the Notes. Notwithstanding anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture will control.

1. Interest. This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated

Interest on this Note will begin to accrue from, and including, [date].

2. Maturity. This Note will mature on

February 1, 2031, unless earlier repurchased, redeemed or Exchanged.

3. Guarantee. The Company’s obligations under the

Indenture and the Notes are fully and unconditionally guaranteed by the Parent Guarantor as provided in Article 9 of the Indenture.

Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture.

Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.

6. Denominations;

Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by

presenting it to the Registrar and delivering any required documentation or other materials.

7. Right of Holders to Require the

Company to Repurchase Notes Upon a Fundamental Change. If a Fundamental Change (other than an Exempted Fundamental Change) occurs, then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any

portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture.

8. Right of the Company to Redeem the Notes. The Company will have the right to redeem the Notes for cash in the manner, and subject to

the terms, set forth in Section 4.03 of the Indenture.

9. Exchange. The Holder of this Note may Exchange this Note into

Exchange Consideration in the manner, and subject to the terms, set forth in Article 5 of the Indenture.

10. When the Company May

Merge, Etc. Article 6 of the Indenture places limited restrictions on the Company’s ability to be a party to a Company Business Combination Event.

11. Defaults and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest on, and the

Maturity Premium, if any, in respect of, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner, and subject to the terms, set forth in Article 7 of the Indenture.

12. Amendments, Supplements and Waivers. The Company, the Parent Guarantor and the Trustee may amend or supplement the Indenture, the

Notes or the Guarantee or waive compliance with any provision of the Indenture, the Notes or the Guarantee in the manner, and subject to the terms, set forth in Section 7.05 and Article 8 of the Indenture.

A-4

13. [Registration Rights Agreement. In addition to the rights provided to Holders of

Notes under the Indenture, Holders will have all the rights set forth in the Registration Rights Agreement dated as of [date], among the Company, the Parent Guarantor and [__].]†

14. No Personal Liability of Directors, Officers, Employees, Partners and Stockholders. No past, present or future director, officer,

employee, incorporator, partner or stockholder of the Company or the Parent Guarantor, as such, will have any liability for any obligations of the Company or the Parent Guarantor under the Indenture, the Notes or the Guarantee or for any claim based

on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

15. Authentication. No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only

when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.

16. Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common),

TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gift to Minors Act).

17. Governing Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

To request a copy of the Indenture, which the Company will provide to any

Holder at no charge, please send a written request to the following address:

Piedmont Operating Partnership, LP

5565 Glenridge Connector Suite 450

Atlanta, GA 30342

Attention: Chief

Financial Officer

†

To be included for any Notes subject to a Registration Rights Agreement.

A-5

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL NOTE: $[___]

The following exchanges, transfers or cancellations of this Global Note have been made:

Date

Amount of Increase

(Decrease) in

Principal Amount

this Global Note

Principal Amount of

this Global Note

After Such

Increase

(Decrease)

Signature of

Authorized

Signatory of

Trustee

Insert for Global Notes only.

A-6

EXCHANGE NOTICE

Piedmont Operating Partnership, LP

2.875% Exchangeable Senior Notes due 2031

Subject to the terms of the Indenture, by executing and delivering this Exchange Notice, the undersigned Holder of the Note identified below

directs the Company to Exchange (check one):

☐

the entire principal amount of

☐

$________* aggregate principal amount of

the Note identified by CUSIP No.__________ and Certificate No.__________ .

The undersigned acknowledges that if the Exchange Date of a Note to be Exchanged is after a Regular Record Date and before the next Interest

Payment Date, then such Note, when surrendered for Exchange, must, in certain circumstances, be accompanied with an amount of cash equal to the interest that would have accrued on such Note to, but excluding, such Interest Payment Date. The

undersigned Holder represents to the Company that, as of the Exchange Date relating to this Exchange Notice, the undersigned Holder is either a “qualified institutional buyer” (as defined in Rule 144A) or an “accredited

investor” (as defined in Rule 501).

Date:

(Legal Name of Holder)

By:

Name

Title

Signature Guaranteed

Participant in a Recognized Signature

Guarantee Medallion Program

By:

Authorized Signatory

Must be an Authorized Denomination.

A-7

FUNDAMENTAL CHANGE REPURCHASE NOTICE

Piedmont Operating Partnership, LP

2.875% Exchangeable Senior Notes due 2031

Subject to the terms of the Indenture, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the

Note identified below is exercising its Fundamental Change Repurchase Right with respect to (check one):

☐

the entire principal amount of

☐

$________* aggregate principal amount of

the Note identified by CUSIP No.________ and Certificate No.________ .

The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change

Repurchase Price will be paid.

Date:

(Legal Name of Holder)

By:

Name

Title

Signature Guaranteed

Participant in a Recognized Signature

Guarantee Medallion Program

By:

Authorized Signatory

Must be an Authorized Denomination.

A-8

ASSIGNMENT FORM

Piedmont Operating Partnership, LP

2.875% Exchangeable Senior Notes due 2031

Subject to the terms of the Indenture, the undersigned Holder of the Note identified below assigns (check one):

☐

the entire principal amount of

☐

$________* aggregate principal amount of

the Note identified by CUSIP No.________ and Certificate No.________, and all rights thereunder, to:

Name:

Address:

Social security or tax id. #:

and irrevocably appoints:

as agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her.

Date:

(Legal Name of Holder)

By:

Name

Title

Signature Guaranteed

Participant in a Recognized Signature

Guarantee Medallion Program

By:

Authorized Signatory

Must be an Authorized Denomination.

A-9

TRANSFEROR ACKNOWLEDGMENT

If the within Note bears a Restricted Note Legend, the undersigned further certifies that (check one):

1. ☐

Such Transfer is being made to the Company or a Subsidiary of the Company.

2. ☐

Such Transfer is being made pursuant to, and in accordance with, a registration statement that is effective

under the Securities Act at the time of the Transfer.

3. ☐

Such Transfer is being made pursuant to, and in accordance with, Rule 144A under the Securities Act, and,

accordingly, the undersigned further certifies that the within Note is being transferred to a Person that the undersigned reasonably believes is purchasing the within Note for its own account, or for one or more accounts with respect to which such

Person exercises sole investment discretion, and such Person and each such account is a Person reasonably believed to be a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act in a transaction meeting

the requirements of Rule 144A. If this item is checked, then the transferee must complete and execute the acknowledgment contained on the next page.

4. ☐

Such Transfer is being made pursuant to, and in accordance with, any other available exemption from the

registration requirements of the Securities Act (including, if available, the exemption provided by Rule 144 under the Securities Act).

Date:

(Legal Name of Holder)

By:

Name

Title

Signature Guaranteed

Participant in a Recognized Signature

Guarantee Medallion Program

By:

Authorized Signatory

A-10

TRANSFEREE ACKNOWLEDGMENT

The undersigned represents that it is purchasing the within Note for its own account, or for one or more accounts with respect to which the undersigned

exercises sole investment discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The undersigned acknowledges that the transferor is

relying, in transferring the within Note, on the exemption from the registration and prospectus-delivery requirements of the Securities Act of 1933, as amended, provided by Rule 144A and that the undersigned has received such information regarding

the Company as the undersigned has requested pursuant to Rule 144A.

Dated:

(Name of Transferee)

By:

Name:

Title:

A-11

EXHIBIT B-1

FORM OF RESTRICTED NOTE LEGEND

THE OFFER

AND SALE OF THIS NOTE AND THE SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON EXCHANGE OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD,

PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1)

REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER”

(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND

(2)

AGREES FOR THE BENEFIT OF PIEDMONT OPERATING PARTNERSHIP, LP (THE “COMPANY”) THAT IT WILL NOT

OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:

(A)

TO PIEDMONT REALTY TRUST, INC. OR ANY SUBSIDIARY THEREOF;

(B)

PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;

(D)

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR

(E)

PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT.

BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER IN ACCORDANCE WITH (2)(C), (D) OR (E) ABOVE, THE COMPANY, PIEDMONT

REALTY TRUST, INC., THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE

IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

B1-1

EXHIBIT B-2

FORM OF GLOBAL NOTE LEGEND

THIS IS A

GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF

THIS NOTE FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO

THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT

HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,

CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR

TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE HEREINAFTER REFERRED TO.

B2-1

EXHIBIT B-3

FORM OF NON-AFFILIATE LEGEND

NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF THE COMPANY MAY PURCHASE OR OTHERWISE ACQUIRE THIS NOTE OR ANY

BENEFICIAL INTEREST HEREIN.

B3-1

EX-4.3

Filename: d153824dex43.htm · Sequence: 3

EX-4.3

Exhibit 4.3

Piedmont Operating Partnership, LP

Piedmont Realty Trust, Inc.

Registration Rights Agreement

September 17, 2026

Table of Contents

Page

Section 1.

Definitions

Section 2.

Rules of Construction

Section 3.

Resale Registration Statement

(a)

Filing and Effectiveness of Resale Registration Statement

(b)

Contents of and Requirements for Resale Registration Statement

(c)

Obligation to Make Filings to Name Additional Notice Holders

(d)

Filing of New Resale Registration Statement; Designation of Existing Registration

Statement

(e)

Where SEC Rules Do Not Require Naming Selling Securityholders

Section 4.

Blackout Periods

(a)

Generally

(b)

Limitation on Blackout Periods

Section 5.

Certain Registration and Related Procedures

(a)

Compliance with Registration Obligations and Securities Act; SEC Staff Comments

(b)

Opportunity for Review

(c)

Blue Sky Qualification

(d)

Prevention and Lifting of Suspension Orders

(e)

Notices of Certain Events

(f)

Remediation of Material Disclosure Defects

(g)

Listing of Registrable Securities

(h)

Provision of Copies of the Prospectus

(i)

Holders Cannot Be Identified as Underwriters Without Consent

(j)

Earnings Statement

(k)

Settlement of Transfers and De-Legending

Section 6.

Expenses

Section 7.

Accrual of Additional Interest During Registration Default Events

(a)

Generally

(b)

No Registration Default Events Outside the Resale Registration Statement Effectiveness Period; No

Accrual of Additional Interest on Registrable Securities

(c)

Accrual and Payment of Additional Interest

(d)

Remedies Not Exclusive

Section 8.

Certain Agreements and Representations of the Holders

(a)

Provision of Information

(b)

Use of Offering Materials

(c)

Covenants Relating to Blackout Periods

Section 9.

Indemnification and Contribution

(a)

Indemnification by the Issuers

(b)

Indemnification by the Holders

- i -

(c)

Indemnification Procedures

(d)

Contribution Where Indemnification Not Available

(e)

Remedies Not Exclusive

Section 10.

Subsequent Holders

Section 11.

Miscellaneous

(a)

Notices

(b)

Amendments and Waivers

(c)

Third Party Beneficiaries

(d)

Governing Law; Waiver of Jury Trial

(e)

Submission to Jurisdiction

(f)

No Adverse Interpretation of Other Agreements

(g)

Successors

(h)

Severability

(i)

Counterparts

(j)

Table of Contents, Headings, Etc.

(k)

Entire Agreement

(l)

Specific Performance

- ii -

Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT, dated as of September 17, 2026, among Piedmont Operating Partnership, LP, a Delaware limited

partnership (the “Company”), Piedmont Realty Trust, Inc., a Maryland corporation (the “Parent Guarantor”), and the representatives of the Initial Purchasers signatory hereto.

WHEREAS, the execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the Purchase

Agreement (as defined in Section 1).

THEREFORE, the Issuers (as defined below) jointly and severally

agree as follows for the benefit of the Initial Purchasers and the Holders (as defined in Section 1):

Section 1. DEFINITIONS.

“3(a)(9) Period” has the meaning set forth in the Indenture.

“Additional Interest” means any fee payable by the Issuers pursuant to Section 7(c).

“Affiliate” has the meaning set forth in Rule 144.

“Agreement” means this Registration Rights Agreement, as amended or supplemented from time to time.

“As-Exchanged Note Ownership Percentage” means, with respect to any Holder(s) as of

any time, a fraction (a) whose numerator is the aggregate number of Registrable Securities owned, or issuable upon Exchange of Initial Notes owned, by such Holder(s) as of such time; and (b) whose denominator is the aggregate number of

Registrable Securities that are then outstanding or are issuable upon Exchange of all Initial Notes then outstanding (assuming, for these purposes, that Exchanges are settled solely in Registrable Securities at the then-applicable Exchange Rate)

(for the avoidance of doubt, without regard to anything to the contrary in Sections 5.01(D) and 5.03 of the Indenture). Solely for purposes of this definition, Initial Notes or Registrable Securities owned by the Company, the Parent Guarantor or any

of the Company’s or the Parent Guarantor’s Affiliates will be deemed not to be outstanding.

“Blackout Commencement

Notice” has the meaning set forth in Section 4(a)(i).

“Blackout Period” has the

meaning set forth in Section 4(a)(iv).

“Blackout Termination Notice” has the meaning set

forth in Section 4(a)(iv).

“Business Day” means any day other than a Saturday, a Sunday or

any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Common Stock” means the common stock, $0.01 par value per share, of the Parent Guarantor.

“Common Stock Change Event” has the meaning set forth in the Indenture.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Indemnified Person” means each of the following Persons: (a) any Issuer; (b) any Affiliate of any

Issuer; (c) any partner, director, officer, member, stockholder, employee, advisor or other representative of any Issuer or its Affiliates; (d) each Person, if any, who controls any Issuer within the meaning of Section 15 of the

Securities Act or Section 20 of the Exchange Act; and (e) each successor of the foregoing Persons.

“Company

Registration Expenses” means all fees and expenses incurred by any Issuer in connection with its obligations pursuant to Section 3 or 5 (regardless of whether the Resale Registration Statement is filed or becomes

effective under the Securities Act), including the following, to the extent applicable: (a) registration, qualification or filing fees of the SEC, the Financial Industry Regulatory Authority, Inc. or state securities or “blue sky”

regulatory

- 1 -

agencies; (b) fees incurred in connection with the listing, or the maintaining of any listing, of any Registrable Securities on any national securities exchange or inter-dealer quotation

system; (c) the fees and disbursements of counsel for any Issuer or of any independent accounting firm for any Issuer; and (d) the reasonable fees and

out-of-pocket expenses, up to an aggregate of ten thousand dollars ($10,000), of a single Designated Holder Counsel incurred in connection with the Resale Registration

Statement; provided, however, that Company Registration Expenses will not include (i) any fees, expenses or disbursements of any counsel for any Holder or for any Initial Purchaser, except fees and expenses of any such counsel

that constitute Company Registration Expenses pursuant to clause (d) above; or (ii) any underwriting, brokerage or similar fees or discounts or selling commissions, or any stock transfer taxes (or any other taxes borne by any Holder),

incurred in connection with the sale or other transfer of any Registrable Securities.

“Depositary” means The

Depository Trust Company or any other entity acting as securities depositary for any of the Registrable Securities.

“Designated

Holder Counsel” means a single counsel, if any, that is designated and appointed, by one or more Notice Holders whose aggregate As-Exchanged Note Ownership Percentage exceeds fifty percent (50%)

(with written notice of such designation and appointment to the Company by such Notice Holders), to serve as counsel for all Notice Holders in respect of the Resale Registration Statement.

“Exchange” has the meaning set forth in the Indenture. The terms “Exchanged,” “Exchanging,”

“Exchangeable” and similar capitalized terms have meanings correlative to such meaning.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

“Exchange

Date” has the meaning set forth in the Indenture.

“Exchange Rate” has the meaning set forth in the

Indenture.

“Form S-3” means Form S-3

under the Securities Act, or any successor form thereto.

“Holder” means, subject to

Section 10, any Person that beneficially owns any Registrable Securities. For these purposes, a Person will be deemed to beneficially own any Registrable Securities issuable upon exchange of any other securities

beneficially owned by such person.

“Holder Indemnified Person” means each of the following Persons: (a) any

Notice Holder; (b) any Affiliate of any Notice Holder; (c) any partner, director, officer, member, stockholder, employee, advisor or other representative of any Notice Holder or its Affiliates; (d) each Person, if any, who controls

any Notice Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and (e) each successor of the foregoing Persons. Solely for the purposes of this definition, each Initial Purchaser will be

deemed to be a Notice Holder.

“Holder Information” means, with respect to any Holder, any information furnished in

writing by or on behalf of such Holder to the Company expressly for use in any Resale Registration Statement Document (including information in any Notice and Questionnaire delivered by such Holder to the Company).

“Indemnified Person” means any Company Indemnified Person or Holder Indemnified Person.

“Indemnifying Party” has the meaning set forth in Section 9(c)(i).

“Indenture” means that certain indenture, dated as of September 17, 2026, among the Issuers and the Trustee, as such

indenture may be amended from time to time.

“Initial Notes” has the meaning set forth in the Indenture.

“Initial Notice and Questionnaire Deadline Date” means the date that is ten (10) calendar days before the first date

that the initial Resale Registration Statement becomes effective under the Securities Act.

- 2 -

“Initial Purchasers” means the several initial purchasers listed in

Schedule 1 to the Purchase Agreement.

“Issue Date” has the meaning set forth in the Indenture.

“Issuers” means the Company and the Parent Guarantor.

“Loss” means any loss, damage, expense, liability or claim (including reasonable costs of investigating or defending, and

reasonable attorney’s fees and disbursements in connection with, the same).

“Material Disclosure Defect” has the

following meaning with respect to any document: (a) if such document is of the type as to which the provisions of Section 11 of the Securities Act are applicable, that such document contains an untrue statement of a material fact or omits

to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (b) in all other cases, that such document includes an untrue statement of a material fact or omits to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

“Maturity Date” has the meaning set forth in the Indenture.

“Maturity Premium” has the meaning set forth in the Indenture.

“Notice and Questionnaire” means a duly completed and executed Notice and Questionnaire substantially in the form set forth

in Exhibit A.

“Notice Holder” means, subject to Section 10, a Holder that has

delivered a Notice and Questionnaire to the Company.

“Parent Guarantor” has the meaning set forth in the preamble to

this Agreement.

“Permitted Blackout Period Extension” has the meaning set forth in

Section 4(b).

“Person” or “person” means any individual, corporation,

partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company,

limited partnership or trust will constitute a separate “person” under this Agreement.

“Proceeding” has

the meaning set forth in Section 9(c)(i).

“Purchase Agreement” means that certain Purchase

Agreement, dated as of September 14, 2026, among the Company, the Parent Guarantor and the representatives of the Initial Purchasers.

“Redemption Date” has the meaning set forth in the Indenture.

“Redemption Notice Date” has the meaning set forth in the Indenture.

“Registrable Securities” means:

(i) the Common Stock or other securities issued or issuable (including following a Common Stock Change Event) upon Exchange of

the Initial Notes; and

(ii) any securities issued, distributed or otherwise delivered with respect to any security

referred to in clause (i) above upon any stock dividend, combination or split or other similar event or in connection with a Common Stock Change Event;

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provided, however, that a security described in clause (i) or (ii) above

will cease to be a Registrable Security upon the earliest to occur of the following events:

1. after such security

referred to in clause (i) above is issued upon Exchange of the Initial Notes or after such security referred to in clause (ii) above is issued, distributed or otherwise delivered with respect to any security referred to in clause

(i) above upon any stock dividend, combination or split or other similar event or in connection with a Common Stock Change Event, such security (x) would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144 if held

by a Person that is not an Affiliate of the issuer of such security, and that has not been an Affiliate of such issuer during the immediately preceding three (3) months, without any requirements as to volume, manner of sale, availability of

current public information (whether or not then satisfied) or notice under the Securities Act; (y) is not identified by a “restricted” CUSIP or ISIN number; and (z) is not represented by any certificate that bears a Restricted

Security Legend;

2. such security ceases to be outstanding (or potentially issuable upon Exchange of any outstanding

Initial Note); and

3. such security (x) is sold or otherwise transferred in a transaction (including, for the

avoidance of doubt, a transaction that is registered under the Securities Act) following which such security ceases to be a “restricted security” (as defined in Rule 144); (y) is not identified by a “restricted” CUSIP or ISIN

number; and (z) is not represented by any certificate that bears a Restricted Security Legend.

Furthermore, a security described in

clause (i) or (ii) above will not be a Registrable Security during any 3(a)(9) Period.

For the avoidance of doubt, references to

Registrable Securities consisting of Common Stock “issuable” upon Exchange of any Initial Note will include shares of Common Stock potentially issuable thereupon at the then-applicable Exchange Rate (that is, a number of shares of Common

Stock equal to the product of the principal amount (expressed in thousands) of such Initial Note and the then-applicable Exchange Rate).

“Registration Default Event” means any event set forth in Section 7(a)(i) that gives rise to the

accrual of any Additional Interest pursuant to Section 7.

“Resale Registration Statement”

means each registration statement under the Securities Act that is filed pursuant to Section 3 for the purposes set forth therein.

“Resale Registration Statement Documents” means any Resale Registration Statement, all

pre- and post-effective amendments thereto, the related prospectus (including any preliminary prospectus), all supplements to such prospectus (including any preliminary prospectus supplements), the documents

incorporated by reference in any of the foregoing and each related “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act).

“Resale Registration Statement Effectiveness Deadline Date” means the date that is one hundred eighty (180) days after

the Issue Date. Notwithstanding anything to the contrary in the preceding sentence, if the Parent Guarantor (whether directly or indirectly through one or more of its subsidiaries) has completed a Significant Acquisition and has not filed the

financial statements required by Regulation S-X under the Exchange Act for such Significant Acquisition with the SEC by the date that would be the Resale Registration Statement Effectiveness Deadline Date

pursuant to the preceding sentence, then the Resale Registration Statement Effectiveness Deadline Date will instead be the earlier of (a) the two hundred tenth (210th) day after the Issue Date; and (b) the thirtieth (30th) calendar

day after the date such financial statements are first filed (or, if earlier, are required to be filed) with the SEC.

“Resale

Registration Statement Effectiveness Period” means the period that (a) begins on, and includes, the earlier of (i) the Resale Registration Statement Effectiveness Deadline Date; and (ii) the first date the Resale

Registration Statement is effective under the Securities Act; and (b) ends on, and includes, the earlier of (i) the date that is forty (40) Trading Days after the earlier of (x) the Maturity Date and (y) the first date when

no Initial Notes are outstanding; and (ii) the first date when no securities described in clause (i) or (ii) of the definition of “Registrable Securities” are outstanding (or potentially issuable upon Exchange of any

outstanding Initial Note), other than securities that are temporarily not Registrable Securities solely by reason of a 3(a)(9) Period; provided, however, that if, during the period from the Maturity Date (or, if earlier, the first date

when no Initial Notes are outstanding) to the date referred to in clause (b)(i), the Resale Registration Statement fails to be effective or usable for the resale or other transfer of Registrable Securities under the Securities Act, then the

last date referred to in clause (b)(i) will be extended by the total number of Trading Days on which such failure has occurred during such period.

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“Restricted Security Legend” means, with respect to any security, a

legend substantially to the effect that the offer and sale of such security have not been registered under the Securities Act and that such security cannot be sold or otherwise transferred except pursuant to a transaction that is registered under

the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

“Rule

144” means Rule 144 under the Securities Act (or any successor rule thereto).

“Rule 415” means Rule 415

under the Securities Act (or any successor rule thereto).

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

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

“Significant Acquisition” means the acquisition by the Parent Guarantor (whether directly or indirectly through one or

more of its subsidiaries) of a business or Person, which acquisition requires the filing, with the SEC, of financial statements of such business or Person pursuant to Regulation S-X under the Exchange Act, the

omission of which financial statements from the Resale Registration Statement would, in the Parent Guarantor’s reasonable discretion, cause the Resale Registration Statement to contain a Material Disclosure Defect.

“Specified Courts” has the meaning set forth in Section 11(e).

“Subsequent Filing Deadline Date” has the meaning set forth in Section 3(c).

“Trading Day” has the meaning set forth in the Indenture.

“Trustee” has the meaning set forth in the Indenture.

Section 2. RULES OF CONSTRUCTION. For purposes of this Agreement:

(a) “or” is not exclusive;

(b) “including” means “including without limitation”;

(d) a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any

division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation;

(e) words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(f) “herein,” “hereof” and other words of similar import

refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement, unless the context requires otherwise;

(g) references to currency mean the lawful currency of the United States of America, unless the context requires otherwise; and

(h) the exhibits, schedules and other attachments to this Agreement are deemed to form part of this Agreement.

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Section 3. RESALE REGISTRATION

STATEMENT.

(a) Filing and Effectiveness of Resale Registration Statement. Subject to

Section 4, the Parent Guarantor will (i) prepare and file a Resale Registration Statement with the SEC; and (ii) use commercially reasonable efforts to cause such Resale Registration Statement to (x) become

effective under the Securities Act no later than the Resale Registration Statement Effectiveness Deadline Date, and (y) remain continuously effective, and usable for the resale or other transfer of Registrable Securities, under the Securities

Act throughout the Resale Registration Statement Effectiveness Period.

(b) Contents of and Requirements for Resale Registration

Statement. The Parent Guarantor will cause the Resale Registration Statement to satisfy the following requirements:

(i) Registration for Continuous Resale by Holders Under Rule 415. The Resale Registration Statement will register, under

the Securities Act, the offer and resale, from time to time on a continuous basis under Rule 415, of Registrable Securities by the Holders thereof as provided in Sections 3(b)(ii) and 3(c).

(ii) Selling Securityholder Information. Subject to Section 4, when it first becomes effective

under the Securities Act, the Resale Registration Statement will cover resales of Registrable Securities of Notice Holders identified in all Notice and Questionnaires delivered to the Company on or before the Initial Notice and Questionnaire

Deadline Date.

(iii) Plan of Distribution. The Resale Registration Statement will provide for a plan of

distribution in customary form for resale registration statements of the type contemplated by this Agreement (including coverage for market transactions on a national securities exchange, privately negotiated transactions and transactions through

broker-dealers acting as agent or principal) and, in any event, will cover transactions contemplated by Item 6 of Exhibit A; provided, however, that in no event will any such plan of distribution include an underwritten public

offering by one or more registered broker-dealers without the Parent Guarantor’s prior consent (which may be granted, with or without conditions, or withheld in its sole and absolute discretion).

(iv) Form S-3. If the resales contemplated by the Resale Registration Statement

are then eligible to be registered on Form S-3, then the Resale Registration Statement will be on such Form S-3.

(c) Obligation to Make Filings to Name Additional Notice Holders. If any Holder delivers a Notice and Questionnaire to the Company

after the Initial Notice and Questionnaire Deadline Date, then, subject to Section 4 and the other provisions of this Section 3(c), the Parent Guarantor will use commercially reasonable efforts

during the Resale Registration Statement Effectiveness Period to (i) make such filing(s) with the SEC (including, if applicable, (w) a post-effective amendment, (x) a prospectus supplement, (y) any document that will be

incorporated by reference in the Resale Registration Statement upon its filing or (z) a new Resale Registration Statement, provided that the Parent Guarantor will effect such filing by means of a prospectus supplement or a document

referred to in the preceding clause (y) instead of a post-effective amendment or a new Resale Registration Statement, if then permitted by the rules of the SEC) on or before the Subsequent Filing Deadline Date for such Notice and

Questionnaire so as to enable such Holder to sell or otherwise transfer such Holder’s Registrable Securities identified in such Notice and Questionnaire pursuant to the applicable Resale Registration Statement and the related prospectus and,

if applicable, prospectus supplement in accordance with the plan of distribution set forth therein; and (ii) in the case of a post-effective amendment or a new Resale Registration Statement, cause the same to become effective under the

Securities Act as soon as reasonably practicable; provided, however, that no such filing will be required outside the Resale Registration Statement Effectiveness Period. For these purposes, “Subsequent Filing Deadline

Date” has the following meaning:

(i) if such Notice and Questionnaire is so delivered on or after a Redemption

Notice Date and on or before the related Redemption Date, or on or after an Exchange Date for the Exchange of an Initial Note and on or before the last date by which such Exchange is required to be settled pursuant to the Indenture, then the

Subsequent Filing Deadline Date for such Notice and Questionnaire will be the fifth (5th) Business Day after such Redemption Date or last date, as applicable; and

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(ii) in all other cases, the Subsequent Filing Deadline Date for such Notice

and Questionnaire will be the fifth (5th) Business Day of the calendar month referred to in the applicable following clause: (1) if such Notice and Questionnaire is so delivered on or before the twentieth (20th) calendar day of any calendar

month, the calendar month following the calendar month of such delivery; or (2) if such Notice and Questionnaire is so delivered after the twentieth (20th) calendar day of any calendar month, the second (2nd) calendar month following the

calendar month of such delivery;

provided, however, that (x) if, in the reasonable judgment of the Parent Guarantor, such filing(s)

must consist of, or include, a new Resale Registration Statement or a post-effective amendment to the then-current Resale Registration Statement, then the Subsequent Filing Deadline Date for such Notice and Questionnaire will be the ninetieth (90th)

calendar day after the date on which such Notice and Questionnaire is so delivered (or, if later, the date that is six (6) months after the last date, if any, on which the Parent Guarantor previously filed a new Resale Registration Statement

pursuant to this Agreement); provided, that if the Parent Guarantor (whether directly or indirectly through one or more of its subsidiaries) has completed a Significant Acquisition and has not filed the financial statements required by

Regulation S-X under the Exchange Act for such Significant Acquisition with the SEC by the Subsequent Filing Deadline Date referred to above in this clause (x), then such Subsequent Filing Deadline Date

will instead be the thirtieth (30th) calendar day after the date such financial statements are first filed (or, if earlier, are required to be filed) with the SEC; and (y) in all cases, if such Notice and Questionnaire is so delivered during a

Blackout Period, then the Subsequent Filing Deadline Date will be determined assuming that such delivery were instead made on the first calendar day after the termination of such Blackout Period.

(d) Filing of New Resale Registration Statement; Designation of Existing Registration Statement. To the extent the Parent Guarantor

deems doing so to be desirable or necessary to satisfy its obligations under this Agreement or to comply with applicable law (including, if applicable, to comply with Rule 415(a)(5)), the Parent Guarantor may file one or more new Resale Registration

Statements or designate an existing registration statement to constitute a Resale Registration Statement for purposes of this Agreement, provided that each such new Resale Registration Statement or existing registration statement satisfies

the requirements of this Agreement. Each reference in this Agreement to the Resale Registration Statement will, if applicable, be deemed to include each such new Resale Registration Statement or existing registration statement, if any, mutatis

mutandis. In addition, the first date any such existing registration statement is amended or supplemented to permit the offer and resale of Registrable Securities in the manner contemplated by this Agreement will be deemed, for purposes of

Section 5(e) and any related definitions, to be the initial filing date of such existing registration statement, and the first date such amended or supplemented existing registration statement is effective under the

Securities Act and permits such offers and resales will be deemed, for purposes of Sections 3(b)(ii), 3(c) and 5(e) and any related definitions, to be the initial effective date of such existing registration statement.

(e) Where SEC Rules Do Not Require Naming Selling Securityholders. Notwithstanding anything to the contrary in this

Section 3, if the applicable rules under the Securities Act, or interpretations thereof published by the staff of the SEC, are amended so as to permit Holders to resell their Registrable Securities pursuant to the Resale

Registration Statement without being named as a selling securityholder therein or in any related prospectus or prospectus supplement, then the Parent Guarantor may, at its election, amend any applicable Resale Registration Statement Documents to

identify the Holders generically in accordance with such rules and interpretations, in which event the Parent Guarantor will no longer have any obligation thereafter to make any filings pursuant to Section 3(c) to the

extent such filings are not necessary to permit any Holder to sell its Registrable Securities pursuant to the Resale Registration Statement.

Section 4. BLACKOUT PERIODS.

(a) Generally. Notwithstanding anything to the contrary in this Agreement, but subject to Section 4(b), if

there occurs or exists any pending corporate development, filing with the SEC or any other event, in each case that, in the Parent Guarantor’s reasonable judgment, makes it appropriate to suspend the availability of the Resale Registration

Statement, then:

(i) the Parent Guarantor will send notice (a “Blackout Commencement Notice”) to each

Notice Holder of such suspension (without setting forth any material non-public information);

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(ii) the Parent Guarantor’s obligations under

Section 3 or otherwise with respect to the Resale Registration Statement, including any related obligations of the Parent Guarantor under Section 5, will be suspended until the related Blackout

Period has terminated;

(iii) upon its receipt of such Blackout Commencement Notice, each Holder agrees to comply with its

obligations set forth in Section 8(c); and

(iv) upon the Parent Guarantor’s determination

that such suspension is no longer needed or appropriate, the Parent Guarantor will send notice (a “Blackout Termination Notice,” and the period from, and including, the date the Parent Guarantor sends such Blackout Commencement

Notice to, and including, the date the Parent Guarantor sends such Blackout Termination Notice, a “Blackout Period”) to each Notice Holder of the termination of such suspension (without setting forth any material non-public information).

(b) Limitation on Blackout Periods. Notwithstanding anything to the

contrary in Section 4(a), but subject to the next sentence, all Blackout Periods, together, will in no event exceed an aggregate of (i) forty five (45) calendar days (whether or not consecutive) in any ninety

(90) consecutive calendar day period; or (ii) ninety (90) calendar days (whether or not consecutive) in any three hundred and sixty (360) consecutive calendar day period. Notwithstanding anything to the contrary in the preceding

sentence, if, and to the extent that, the Parent Guarantor’s board of directors (or a committee thereof duly authorized to act on behalf of such board) determines in good faith that the termination of a Blackout Period would require public

disclosure relating to a proposed or pending material business transaction, and such disclosure would be reasonably likely to impede the consummation of such transaction or would otherwise be materially detrimental to the Parent Guarantor and its

subsidiaries, taken as a whole, then the Parent Guarantor will have the right to extend the limitation set forth in the preceding sentence to an aggregate of (i) up to sixty (60) calendar days (whether or not consecutive) in any ninety

(90) consecutive calendar day period; or (ii) up to one hundred twenty (120) calendar days (whether or not consecutive) in any three hundred and sixty (360) consecutive calendar day period (any extension of any Blackout Period

pursuant to this sentence, a “Permitted Blackout Period Extension”).

Section 5. CERTAIN

REGISTRATION AND RELATED PROCEDURES.

(a) Compliance

with Registration Obligations and Securities Act; SEC Staff Comments. Subject to Section 4, the Parent Guarantor will make such filings with the SEC as may be necessary to comply with its obligations under

Section 3 and to cause the Resale Registration Statement to comply with the Securities Act and other applicable law, including, if applicable, the filing of any Resale Registration Statement Documents to comply with

Section 10(a)(3) of the Securities Act and Rule 3-12 of Regulation S-X under the Securities Act, to amend the Resale Registration Statement to cause the same to be

on a form for which the Parent Guarantor and the transactions contemplated thereby are eligible, and to address any comments received from the staff of the SEC. The Parent Guarantor will otherwise comply in all material respects with the Securities

Act and other applicable law in the discharge of its obligations under Section 3.

(b) Opportunity for

Review. The Parent Guarantor will provide the Designated Holder Counsel (if one is then designated in accordance with the definition of such term) with draft copies of the initial filing of the Resale Registration Statement, each pre-effective and post-effective amendment thereto, and each related prospectus supplement, at least five (5) Business Days before the same is filed with the SEC, and the Parent Guarantor will use commercially

reasonable efforts to give effect to the reasonable comments received by the Parent Guarantor from such Designated Holder Counsel within three (3) Business Days after delivery of such draft copies to the latter; provided, however,

that this Section 5(b) will not apply to (i) any prospectus supplement that solely supplements or amends selling securityholder information and is filed pursuant to Rule 424(b)(7) under the Securities Act (or any

successor rule); or (ii) any report filed pursuant to Section 13(a), 14 or 15(d) under the Exchange Act.

Qualification. The Parent Guarantor will use commercially reasonable efforts to qualify the offer and sale of Registrable Securities in the manner contemplated by the Resale Registration Statement under the securities or “blue sky”

laws of those jurisdictions within the United States as the Notice Holders may reasonably request and to maintain such qualification, once obtained, during the Resale Registration Statement Effectiveness Period, and the Parent Guarantor will use

commercially reasonable efforts to cooperate with such Notice Holders in

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connection with the same, except, in each case, to the extent such qualification is not required in connection with such offer and sale (including as a result of preemption by federal law

pursuant to Section 18 of the Securities Act (or any successor provision)); provided, however, that no Issuer will be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified;

(ii) take any action that would subject it to general service of process in suits (other than those arising out of the offer or sale of Registrable Securities or in connection with this Agreement) in any jurisdiction where it is not then so

subject; or (iii) take any action that would subject it to taxation in any jurisdiction where it is not then so subject.

(d)

Prevention and Lifting of Suspension Orders. The Parent Guarantor will use commercially reasonable efforts to prevent the issuance (or, if issued, to obtain the withdrawal as promptly as practicable) of any order suspending the effectiveness

of the Resale Registration Statement under the Securities Act or suspending any qualification referred to in Section 5(c).

(e) Notices of Certain Events. The Parent Guarantor will provide notice of the following events to each Notice Holder as soon as

reasonably practicable:

(i) the receipt, by the Parent Guarantor, of any request by the staff of the SEC for any amendment

or supplement to the Resale Registration Statement or any related prospectus or prospectus supplement;

(ii) the issuance,

by the SEC or any other governmental authority, of any stop order suspending the effectiveness of the Resale Registration Statement or the receipt, by the Parent Guarantor, of any written notice that proceedings for such purpose have been initiated;

(iii) the receipt, by the Parent Guarantor, of any written notice (x) of the suspension of the qualification or

exemption from qualification of the offer and sale of the Registrable Securities in any jurisdiction; or (y) that proceedings for such purpose have been initiated;

(iv) the withdrawal or lifting of any suspension referred to in clause (ii) or (iii) above; and

(v) that the Parent Guarantor has determined that the use of the Resale Registration Statement must be suspended (which notice

may, at the Parent Guarantor’s discretion, state that it constitutes a Blackout Commencement Notice), including as a result of the occurrence of any event that causes any of the Resale Registration Statement Documents to have a Material

Disclosure Defect or to cease to comply with applicable law;

provided, however, that (x) the Parent Guarantor need not provide any

such notice during a Blackout Period; and (y) in no event will this Section 5(e) require the Parent Guarantor to, and in no event will the Parent Guarantor, provide any information that it in good faith determines

would constitute material non-public information.

(f) Remediation of Material Disclosure

Defects. Subject to Section 4, the Parent Guarantor will, as promptly as practicable after determining that any Resale Registration Statement Document contains a Material Disclosure Defect, prepare and file with the SEC

(and, if applicable, use commercially reasonable efforts to cause the same to become effective under the Securities Act as promptly as practicable) such appropriate additional Resale Registration Statement Document(s) so as to cause the applicable

Resale Registration Statement Document(s) to thereafter not contain any Material Disclosure Defect.

(g) Listing of Registrable

Securities. The Parent Guarantor will use commercially reasonable efforts to cause the Registrable Securities to be listed for trading on each U.S. national securities exchange, if any, on which securities of the same class of the Parent

Guarantor are then so listed.

(h) Provision of Copies of the Prospectus. At its expense, the Parent Guarantor will provide, to

Notice Holders, such number of copies of the prospectus relating to the Resale Registration Statement or any related prospectus supplement or “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) as such

Notice Holders may reasonably request; provided, however, that the Parent Guarantor need not provide any document pursuant to this Section 5(h) that is publicly available on the SEC’s EDGAR system (or

any successor thereto).

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(i) Holders Cannot Be Identified as Underwriters Without Consent. The Parent

Guarantor will not expressly name or identify any Holder as an “underwriter” in any Resale Registration Statement Document without such Holder’s prior written consent (including consent provided in a Notice and Questionnaire);

provided, however, that nothing in this Section 5(i) will require the consent of any Holder in connection with the inclusion in any Resale Registration Statement Document of customary language,

without specifically naming any Holder, that selling securityholders may in certain circumstances be considered to be underwriters under federal securities laws. If, and for so long as, any Notice Holder that is required (either upon the reasonable

advice of counsel for the Parent Guarantor or by the staff of the SEC) to be expressly named or identified as an “underwriter” in any Resale Registration Statement Document does not provide its written consent to being named as such,

then, notwithstanding anything to the contrary in this Agreement, the Parent Guarantor’s failure to include such Notice Holder or its Registrable Securities in any Resale Registration Statement Document will not constitute a Registration

Default Event or a breach of the Issuers’ respective obligations under this Agreement or otherwise require the accrual or payment of any Additional Interest.

(j) Earnings Statement. The Parent Guarantor will use commercially reasonable efforts to comply with its reporting obligations, if any,

under Section 13(a) or 15(d) of the Exchange Act in such manner, as contemplated under Rule 158 under the Securities Act, so as to make generally available to its securityholders an earnings statement covering the twelve (12) month period

referred to in Section 11(a) of the Securities Act, as it relates to the Resale Registration Statement, in the manner contemplated by, and otherwise in compliance with, such Section 11(a).

(k) Settlement of Transfers and De-Legending. The Parent Guarantor will use commercially reasonable efforts to cause its

transfer agent (or any other securities custodian for any Registrable Securities) to cooperate in connection with the settlement of any transfer of Registrable Securities pursuant to the Resale Registration Statement, including through the

applicable Depositary. If any such Registrable Securities so transferred are represented by a certificate bearing a Restricted Security Legend, then the Parent Guarantor will, if appropriate, use commercially reasonable efforts to cause such

Registrable Securities to be reissued in the form of one or more certificates not bearing such a legend.

Section 6.

EXPENSES. All Company Registration Expenses will be borne by the Parent Guarantor. All fees and expenses that are incurred by any Holder in connection with this Agreement, and that are not Company Registration

Expenses, will be borne by such Holder.

Section 7. ACCRUAL OF ADDITIONAL

INTEREST DURING REGISTRATION DEFAULT EVENTS.

(a) Generally.

(i) Accrual of Additional Interest During Continuance of Registration Default Event. Subject to

Section 7(b), Additional Interest will accrue, as provided in Section 7(c),

(1) on all of the outstanding Initial Notes for each day during the Resale Registration Statement Effectiveness Period on which

the Resale Registration Statement is not on file with the SEC, effective under the Securities Act or usable for the resale or other transfer of Registrable Securities in the manner required by this Agreement; provided, however, that

(A) Additional Interest will accrue pursuant to this Section 7(a)(i)(1) only to the extent that the number of days during the Resale Registration Statement Effectiveness Period on which the Resale Registration

Statement is so not on file, effective or usable (inclusive of any Blackout Period) exceeds an aggregate of either (x) forty five (45) (or, in the case of a Permitted Blackout Period Extension, sixty (60)) calendar days (whether or not

consecutive) in any ninety (90) consecutive calendar day period; or (y) ninety (90) (or, in the case of a Permitted Blackout Period Extension, one hundred twenty (120)) calendar days (whether or not consecutive) in any three hundred and

sixty (360) consecutive calendar day period; and (B) no Additional Interest will accrue pursuant to this Section 7(a)(i)(1) as a result of the Resale Registration Statement becoming unavailable in connection with

the filing of a post-effective amendment required pursuant to Section 3(c), but only to the extent such unavailability in respect of such post-effective amendment does not exceed five (5) Business Days; and

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(2) on any outstanding Initial Note (and only such Initial Note) as to which

the Holder has timely and duly delivered a Notice and Questionnaire:

(A) on or before the Initial Notice and

Questionnaire Deadline Date, for each day (other than during a Blackout Period), on or after the first date that the initial Resale Registration Statement becomes effective under the Securities Act, on which the Parent Guarantor, through its

omission, has failed, and not cured such failure, to cause the Resale Registration Statement to cover any Registrable Securities of such Initial Note (provided such Registrable Securities are properly identified in such Notice and Questionnaire) in

such manner as would enable such Holder to sell or otherwise transfer such Registrable Securities pursuant to the Resale Registration Statement and the related prospectus and, if applicable, prospectus supplement in accordance with the plan of

distribution set forth therein; or

(B) pursuant to Section 3(c) after the Initial Notice and

Questionnaire Deadline Date, for each day (other than during a Blackout Period), on or after the date on which the applicable filing is required to be made pursuant to Section 3(c) (or, if applicable, such later date as of

which the related new Resale Registration Statement or post-effective amendment becomes effective under the Securities Act), on which the Parent Guarantor, through its omission, has failed, and not cured such failure, to include, in such filing, any

Registrable Securities of such Initial Note (provided such Registrable Securities are properly identified in such Notice and Questionnaire) in such manner as would enable such Holder to sell or otherwise transfer such Registrable Securities pursuant

to the applicable Resale Registration Statement and the related prospectus and, if applicable, prospectus supplement in accordance with the plan of distribution set forth therein.

(b) No Registration Default Events Outside the Resale Registration Statement Effectiveness Period; No Accrual of Additional Interest on

Registrable Securities. Notwithstanding anything to the contrary in this Section 7, (i) no Registration Default Event will occur on any day that is not within the Resale Registration Statement Effectiveness Period; and

(ii) no Additional Interest will accrue on any securities other than the Initial Notes (it being understood, for the avoidance of doubt, that no Additional Interest will accrue on any Registrable Security).

Section 7(a) will accrue and be payable in the manner, and at the rates, and subject to the limitations, set forth in Section 3.04 of the Indenture.

(d) Remedies Not Exclusive. The accrual or payment of Additional Interest is not the exclusive remedy and will not limit, and will be

in addition to, any rights or remedies that may otherwise be available to any Holder at law or in equity; provided, however, that, notwithstanding anything to the contrary in this Agreement, if a Maturity Premium is paid on an Initial

Note in connection with a Registration Default Event, then the payment of such Maturity Premium (together, if applicable, with any Additional Interest payable on such Initial Note on account of such Registration Default Event) will be the exclusive

remedy available to the Holder of such Initial Note in respect of such Registration Default Event.

Section 8.

CERTAIN AGREEMENTS AND REPRESENTATIONS OF THE HOLDERS.

(a) Provision of Information. Notwithstanding anything to the contrary in this Agreement, no Holder will be entitled to any benefits

under this Agreement until it has executed and delivered a Notice and Questionnaire to the Company. Each Holder represents that the information included in any such Notice and Questionnaire is accurate and complete in all material respects and

covenants, during the term of this Agreement, to promptly provide notice to the Company if any such information thereafter ceases to be accurate and complete in all material respects. Each Holder authorizes the Parent Guarantor to assume the

accuracy and completeness of all information contained

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in the most recent Notice and Questionnaire executed and delivered to the Company by such Holder. Each Holder will (i) provide, as soon as reasonably practicable, such other information as

the Parent Guarantor may reasonably request in connection with the performance of the Parent Guarantor’s obligations under this Agreement; and (ii) promptly notify the Company upon becoming aware that any information relating to such

Holder and included in any Resale Registration Statement Document contains a Material Disclosure Defect.

(b) Use of Offering

Materials. Each Holder agrees that, without the prior written consent of the Parent Guarantor, it will not offer or sell any Registrable Securities by means of any written communication other than the latest prospectus or prospectus supplement

provided to such Holder by the Parent Guarantor (or on file on SEC’s EDGAR system (or any successor thereto)) relating to the Resale Registration Statement, and any related “issuer free writing prospectus” (as defined in Rule 433

under the Securities Act) authorized for such use by the Parent Guarantor.

agrees that, upon its receipt of a Blackout Commencement Notice, such Holder will not effect any sale or other transfer of Registrable Securities pursuant to the Resale Registration Statement, and will not distribute any Resale Registration

Statement Document, until such Holder has received a subsequent Blackout Termination Notice.

Section 9.

INDEMNIFICATION AND CONTRIBUTION.

(a) Indemnification by the

Issuers. The Issuers, jointly and severally, will indemnify, defend and hold harmless each Holder Indemnified Person from and against (and will reimburse such Holder Indemnified Person, as incurred, for) any Losses that, jointly or severally,

such Holder Indemnified Person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such Losses arise out of or are based on any Material Disclosure Defect or alleged Material Disclosure Defect in any Resale

Registration Statement Document; provided, however, that no Issuer will have any obligation under this Section 9(a) in respect of any Losses insofar as such Losses arise out of or are based on (i) any

sale by such Holder Indemnified Person, pursuant to the Resale Registration Statement, of Registrable Securities either (x) during a Blackout Period in breach of such Holder’s covenant set forth in

Section 4(a)(iii); or (y) without delivery, if required by the Securities Act, of the most recent related prospectus or prospectus supplement provided to such Holder by the Company pursuant to

Section 5(h) (or on file on SEC’s EDGAR system (or any successor thereto)), except, in the case of this clause (y), to the extent the same is deemed to have been delivered through compliance with Rule 172 under

the Securities Act or any similar rule; or (ii) any Material Disclosure Defect or alleged Material Disclosure Defect included in any Resale Registration Statement Document in conformity with the Holder Information of any Holder.

(b) Indemnification by the Holders. Each Holder, severally and not jointly, will indemnify, defend and hold harmless each Company

Indemnified Person from and against (and will reimburse such Company Indemnified Person, as incurred, for) any Losses that, jointly or severally, such Company Indemnified Person may incur under the Securities Act, the Exchange Act, the common law or

otherwise, insofar as such Losses arise out of or are based on (i) any sale by such Holder, pursuant to the Resale Registration Statement, of Registrable Securities either (x) during a Blackout Period in breach of such Holder’s

covenant set forth in Section 4(a)(iii); or (y) without delivery, if required by the Securities Act, of the most recent related prospectus or prospectus supplement provided to such Holder by the Company pursuant to

the Securities Act or any similar rule; or (ii) any Material Disclosure Defect or alleged Material Disclosure Defect in any Resale Registration Statement Document, which Material Disclosure Defect or alleged Material Disclosure Defect is

included therein in conformity with the Holder Information of such Holder; provided, however, that in no event will the liability of any Holder pursuant to this Section 9(b) exceed a dollar amount equal to the

proceeds received by such Holder (less any related discounts, commissions, transfer taxes, fees or other expenses) from the sale of the Registrable Securities giving rise to the related indemnification obligation under this

Section 9(b). Notwithstanding anything to the contrary in this Section 9(b), nothing in this Section 9(b) will impose any obligation on any Initial Purchaser acting in its

capacity as such in connection with the offering of the Initial Notes.

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(i) Notice of Proceedings. If any claim, action, suit or proceeding (each, a “Proceeding”) is made or

commenced against any Indemnified Person in respect of which indemnity is or may be sought from any Person (in such capacity, the “Indemnifying Party”) pursuant to Section 9(a) or

Section 9(b), then such Indemnified Person will promptly notify the Indemnifying Party in writing of such Proceeding; provided, however, that the failure to so notify such Indemnifying Party will not relieve

such Indemnifying Party from any liability that it may have to such Indemnified Person or otherwise, except to the extent that such Indemnifying Party is materially prejudiced by such failure.

(ii) Defense of Proceedings; Employment of Counsel. Subject to the next sentence, upon its receipt of the notice

referred to in Section 9(c)(i) in respect of a Proceeding, the Indemnifying Party will assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Person and payment

of all fees and expenses. Such Indemnified Person will also have the right to employ its own counsel in such Proceeding at such Indemnified Person’s expense; provided, however, that such Indemnifying Party will be responsible

for, and pay as incurred, the reasonable and documented fees and expenses of such counsel if (1) such Indemnifying Party authorized, in writing, the employment of such counsel in connection with the defense of such Proceeding; (2) such

Indemnifying Party fails, within thirty (30) days after its receipt of the notice referred to in Section 9(c)(i), to employ counsel to defend such Proceeding; or (3) such Indemnified Person reasonably concludes

that there may be defenses available to such Indemnified Person that are different from, in addition to, or in conflict with, those available to such Indemnifying Party (in which case of this clause (3), such Indemnifying Party will not have

the right to direct the defense of such Proceeding on behalf of such Indemnified Person). Notwithstanding anything to the contrary in this Section 9(c)(ii), in no event will any Indemnifying Party be liable for the fees or

expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the Indemnified Person(s) who are parties to such Proceeding.

(iii) Settlements of Proceedings. An Indemnifying Party will not be liable pursuant to

Section 9(a) or Section 9(b), as applicable, or this Section 9(c) for any settlement of any Proceeding except as provided in the next sentence. If any Proceeding is

settled, then the Indemnifying Party will indemnify and hold harmless each Indemnified Person that is subject to such settlement from and against any Losses incurred by such Indemnified Person by reason of such settlement, if:

(1) such Indemnifying Party effected, or otherwise provided its written consent to, such settlement (which consent will not be

unreasonably withheld or delayed); or

(2) (2) (A) such Indemnified Person has requested such Indemnifying Party to

reimburse such Indemnified Person for any fees and expenses of counsel as contemplated by Section 9(c)(ii); (B) such settlement is entered into more than sixty (60) Business Days after such Indemnifying Party has

received such request; (C) such Indemnifying Party has not fully reimbursed such Indemnified Person in accordance with such request before the date of such settlement; and (D) such Indemnified Person has given such Indemnifying Party at

least thirty (30) days’ prior notice of its intention to settle.

The Indemnifying Party will not effect any settlement of any

Proceeding without the prior written consent of the applicable Indemnified Person(s) (which consent will not be unreasonably withheld or delayed), unless such settlement (1) includes an unconditional release of such Indemnified Person(s) from

all liability on the claims that are the subject matter of such Proceeding; and (2) does not include an admission of fault or culpability or a failure to act by or on behalf of such Indemnified Person(s).

(d) Contribution Where Indemnification Not Available. If the indemnification provided for in this Section 9

is unavailable to any Indemnified Person, or is insufficient to hold any Indemnified Person harmless, in respect of any Losses referred to in the preceding provisions of this Section 9, then each applicable Indemnifying

Party, severally and not jointly, will contribute to the amount paid or payable by such Indemnified Person as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers, on the one

hand, and the Holders, on the other hand, from the offer and sale of the Registrable Securities; or (ii) if the

- 13 -

allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause

(i) above but also the relative fault of the Issuers, on the one hand, and of the Holders, on the other hand, in connection with the statements or omissions, or the actions or non-actions, as

applicable, that resulted in such Losses, as well as other relevant equitable considerations. The benefits to the Issuers, on the one hand, will be deemed to be equal to the proceeds (after deducting offering expenses) from the issuance and sale of

the Initial Notes pursuant to the Purchase Agreement, and the benefits received by any Holder, on the other hand, will be deemed to be the value of having the offer and sale of such Holder’s Registrable Securities registered under the

Securities Act pursuant to this Agreement. The relative fault of the Issuers, on the one hand, and of the Holders, on the other hand, will be determined by reference to, among other things, whether any applicable Material Disclosure Defect or

alleged Material Disclosure Defect, or any relevant action or non-action, as applicable, relates to information supplied, or was taken or made, as applicable, by the Issuers or by the Holders and the

parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such Material Disclosure Defect or alleged Material Disclosure Defect, or such action or non-action, as

applicable. The amount paid or payable by an Indemnified Person as a result of any Losses referred to in this Section 9(d) will include any legal or other fees or expenses reasonably incurred by such Indemnified Person in

connection with investigating, preparing to defend or defending the related Proceeding.

The Issuers and the Holders agree that it would

not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation (even if the Holders were treated as one Person, or the Issuers were treated as one Person, for such purpose) or

by any other allocation method that does not take account of the equitable considerations referred to in the preceding paragraph. Notwithstanding anything to the contrary in the preceding paragraph, no Holder will be required to contribute any

amount in excess of the amount by which the proceeds received by such Holder (less any related discounts, commissions, transfer taxes, fees or other expenses) from the sale of Registrable Securities pursuant to any Resale Registration Statement

exceeds the amount of any damage that such Holder has otherwise been required to pay by reason of the relevant Material Disclosure Defect or alleged Material Disclosure Defect, or the relevant action or

non-action, as applicable. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty

of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 9(d) are several and not joint.

Notwithstanding anything to the contrary in this Section 9(d), nothing in this

Section 9(d) will impose any obligation on any Initial Purchaser acting in its capacity as such in connection with the offering of the Initial Notes.

(e) Remedies Not Exclusive. The remedies provided for in this Section 9 are not exclusive and will not limit,

and will be in addition to, any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

Section 10. SUBSEQUENT HOLDERS. Each Person that acquires any Registrable Securities

from any Holder will, to the extent such securities continue to constitute Registrable Securities in the hands of such Person, become a Holder until such time as such person thereafter ceases to satisfy the definition of such term.

Section 11. MISCELLANEOUS.

(a) Notices. The Issuers will send all notices or communications to any Holder pursuant to this Agreement either (a) in writing by

first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to such Holder’s address as set forth in the latest Notice and Questionnaire of such Notice Holder delivered to

the Company (or, if such Holder has not delivered any Notice and Questionnaire, as set forth in the Company’s registrar); or (b) by email to the email address specified in such Notice and Questionnaire (which email will be deemed to

constitute notice in writing for purposes of this Agreement).

-14-

Any notice or communication by any Holder to any Issuer will be deemed to have been duly

given if in writing by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to offices of the Company at the following address (or at such other address as may be hereafter

specified by notice to the Holders by the Company):

Piedmont Operating Partnership, LP

5565 Glenridge Connector Suite 450

Atlanta, GA 30342

Attention:

Chief Financial Officer

with a copy (which will not constitute notice) to:

King & Spalding LLP

1180 Peachtree Street, Suite 1600

Atlanta, GA 30309

Attention:

Keith Townsend

(b) Amendments and Waivers. This Agreement, or any provision of this Agreement, may be amended, modified, waived or

superseded only by a written instrument that is executed by each of the Issuers and by one or more Holders whose aggregate As-Exchanged Note Ownership Percentage exceeds fifty percent (50%), and any such

amendment, modification, waiver or supersession so executed will be binding upon the Issuers and all Holders; provided, however, that (i) no amendment, modification, waiver or supersession of Section 7

(including the events that constitute a Registration Default Event) or this Section 11(b), or any related definitions, will be effective as to any Holder or any Initial Purchaser unless reflected in a written instrument

executed by such Holder or such Initial Purchaser, as applicable; (ii) a waiver with respect to any particular Holder’s rights under this Agreement will be effective as to such Holder if reflected in a written instrument executed by such

Holder, provided such waiver does not adversely affect the rights of any other Holder; and (iii) no amendment, modification, waiver or supersession that affects any rights of any Initial Purchaser will be effective as to such Initial

Purchaser unless reflected in a written instrument executed by such Initial Purchaser.

For purposes of determining whether any such

amendment, modification, waiver or supersession is executed by Holders of the requisite number of securities, the Issuers may, absent manifest error, conclusively rely on information contained in the Company’s registrar or in any Notice and

Questionnaire.

Notwithstanding anything to the contrary in this Agreement, the Issuers will have the right to amend or supplement this

Agreement, or any provision of this Agreement, without the consent of any Holder or any Initial Purchaser, to (i) conform the provisions of this Agreement to the “Description of Notes—Registration Rights; Additional Interest;

Maturity Premium” section of the Issuers’ preliminary offering memorandum, dated September 14, 2026, as supplemented by the related pricing term sheet, dated September 14, 2026, relating to the initial offering of the Initial

Notes; or (ii) evidence the assumption, by a successor Issuer, of the obligations of the predecessor Issuer under this Agreement (and, if applicable, the discharge of the predecessor Issuer from its obligations under this Agreement) in

accordance with Section 11(g).

No delay on the part of any party in exercising any right, power or privilege

pursuant to this Agreement will operate as a waiver thereof, and no waiver, or single or partial exercise of, any such right, power or privilege will preclude any other or further exercise thereof or the exercise of any other right, power or

privilege pursuant to this Agreement.

Agreement will be binding on, inure to the benefit of and be enforceable by, each Holder and its successors and assigns.

(d) Governing

Law; Waiver of Jury Trial. THIS AGREEMENT, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUERS AND EACH

INITIAL PURCHASER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

-15-

(e) Submission to Jurisdiction. Any legal suit, action or proceeding arising out of

or based upon this Agreement or the transactions contemplated by this Agreement may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in

the City of New York (collectively, the “Specified Courts”), and each of the Issuers, each Initial Purchaser and each Holder irrevocably submits to the non-exclusive jurisdiction of such

courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to the address of the relevant party set forth in

Section 11(a) will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Issuers, each Initial Purchaser and each Holder (by its execution and delivery of this

Agreement, a joinder to this Agreement or a Notice and Questionnaire) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally

waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

(f) No

Adverse Interpretation of Other Agreements. This Agreement may not be used to interpret any other agreement of any Issuer or its subsidiaries or of any other Person, and (except to the extent that any terms of the Indenture are referenced in

this Agreement) no such agreement may be used to interpret this Agreement.

(g) Successors. All agreements of the Issuers in this

Agreement will bind their respective successors. Without limiting the generality of the preceding sentence, the provisions set forth in Article 6 (Successors) and Section 9.04 (When the Parent Guarantor May Merge, Etc.) of the Indenture,

insofar as they relate to the assumption, by a successor Issuer, of the obligations of the predecessor Issuer under this Agreement (and, if applicable, the discharge of the predecessor Issuer from its obligations under this Agreement) will apply to

this Agreement with the same force and effect as if the same were reproduced in this Section 11(g), mutatis mutandis.

(h) Severability. If any provision of this Agreement is invalid, illegal or unenforceable, then the validity, legality and

enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.

(i)

Counterparts. The parties may sign any number of copies of this Agreement. Each signed copy will be an original, and all of them together represent the same agreement. Delivery of an executed counterpart of this Agreement by facsimile,

electronically in portable document format or in any other format will be effective as delivery of a manually executed counterpart.

(j)

Table of Contents, Headings, Etc. The table of contents and the headings of the Sections and Subsections of this Agreement have been inserted for convenience of reference only, are not to be considered a part of this Agreement and will

in no way modify or restrict any of the terms or provisions of this Agreement.

(k) Entire Agreement. This Agreement, including

Exhibit A, constitutes the entire agreement of the parties with respect to the specific subject matter of this Agreement and supersedes in their entirety all other agreements or understandings (whether written or oral) between or among the

parties with respect to such specific subject matter.

(l) Specific Performance. Each Issuer (a) agrees that any failure by it

to comply with its obligations under this Agreement may result in material irreparable injury to the Notice Holders for which there is no adequate remedy at law, and, that upon any such failure, any Notice Holder may obtain such relief as may be

required to specifically enforce such Issuer’s obligations under this Agreement; and (b) hereby waives the defense in any action for specific performance that a remedy at law would be adequate.

[The Remainder of This Page Intentionally Left Blank; Signature Pages Follow]

-16-

IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be

duly executed as of the date first written above.

PIEDMONT OPERATING PARTNERSHIP, LP

By: Piedmont Realty Trust, Inc., its General Partner

By:

/s/ Sherry L. Rexroad

Name: Sherry L. Rexroad

Title: Executive Vice President, Chief Financial Officer and Corproate Secretary

PIEDMONT REALTY TRUST, INC.

By:

/s/ Sherry L. Rexroad

Name: Sherry L. Rexroad

Title: Executive Vice President, Chief Financial Officer and Corproate Secretary

[Signature Page to

Registration Rights Agreement]

J.P. MORGAN SECURITIES LLC

By:

/s/ Laurel Zhang

Name: Laurel Zhang

Title: Vice President

Morgan Stanley & Co. LLC

By:

/s/ Mike Connor

Name: Mike Connor

Title: Managing Director

Truist Securities, Inc.

By:

/s/ Kate Alexander

Name: Kate Alexander

Title: Managing Director

As Representatives of the Several Initial Purchasers

[Signature Page to

Registration Rights Agreement]

EXHIBIT A

FORM OF NOTICE AND QUESTIONNAIRE

The undersigned (the “Selling Securityholder”) beneficial holder of 2.875% Exchangeable Senior Notes due 2031 (the

“Notes”) of Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Company”), and the related guarantee of Piedmont Realty Trust, Inc., a Maryland corporation (the “Parent

Guarantor,” and, together with the Company, the “Issuers”), or of the Parent Guarantor’s common stock, $0.01 par value per share (the “Common Stock”), or of other Registrable Securities (as

defined in the Registration Rights Agreement referred to below) understands that the Parent Guarantor has filed, or intends to file, with the Securities and Exchange Commission (the “SEC”) a registration statement (the

“Resale Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to register the resale of Registrable Securities, in accordance with the terms of the Registration Rights

Agreement, dated as of September 17, 2026 (the “Registration Rights Agreement”), among the Company, the Parent Guarantor and the initial purchasers named therein. The Company will provide a copy of the Registration Rights

Agreement upon request at the address set forth below. All capitalized terms used in this Notice and Questionnaire without definition have the respective meanings given to them in the Registration Rights Agreement.

To sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, the beneficial owner of those Registrable Securities

generally must be named as a selling securityholder in the related prospectus or prospectus supplement, deliver a prospectus to the purchasers of the Registrable Securities and be bound by those provisions of the Registration Rights Agreement

applicable to such beneficial owner (including certain indemnification provisions, as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling

securityholders in the prospectus and will not be permitted to sell any Registrable Securities pursuant to the Resale Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire as soon as possible.

Certain legal consequences arise from being named as a selling securityholder in the Resale Registration Statement and the related prospectus.

Accordingly, registered holders and beneficial owners of Registrable Securities should consult their legal counsel regarding the consequences of being named or not being named as a selling securityholder in the Resale Registration Statement and the

related prospectus.

NOTICE

signing and returning this Notice and Questionnaire, the Selling Securityholder:

•

notifies the Issuers of its intention to sell or otherwise dispose of Registrable Securities beneficially owned

by it and listed below in Item 3 (except as otherwise specified under such Item 3) pursuant to the Resale Registration Statement; and

•

agrees to be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights

Agreement.

Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the

Issuers and their respective affiliates, the partners, directors, officers, members, stockholders, employees, advisors or other representatives of the Issuers and their respective affiliates, and each person, if any, who controls either Issuer

within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain claims and losses arising in connection with

(i) sales by the Selling Securityholder of Registrable Securities pursuant to the Resale Registration Statement either (x) during a Blackout Period of which the Parent Guarantor has provided notice to the Selling Securityholder; or

(y) without delivering, if required by the Securities Act, the most recent prospectus relating to the Resale Registration Statement; or (ii) statements or omissions concerning the Selling Securityholder made in the Resale Registration

Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.

A-1

The Selling Securityholder hereby provides the following information to the Issuers and represents and

warrants that such information is accurate and complete:

QUESTIONNAIRE

Selling Securityholder Information:

(a)

Full legal name of the Selling Securityholder:

(b)

If the Registrable Securities listed in Item 3(b) below are held in certificated form and not “in street

name,” state the full legal name of the registered holder through which the Registrable Securities listed in Item 3(b) below are held:

(c)

If the Registrable Securities listed in Item 3(b) below are held “in street name,” state the full

legal name of the Depository Trust Company participant through which the Registrable Securities listed in Item 3(b) below are held:

(d)

Taxpayer identification or social security number of the Selling Securityholder:

Address and Contact Information for Notices to the Selling Securityholder:

Telephone:

Fax:

Email Address:

Contact Person:

Beneficial Ownership of Notes and Common Stock Issued Upon Exchange of Notes:

Check each of the following that applies to the Selling Securityholder.

(a)

☐

The Selling Securityholder owns Notes:

Principal Amount:

CUSIP No(s). (If Any):

(b)

☐

The Selling Securityholder owns shares of Common Stock that were issued upon exchange of the

Notes:

Number of Shares:

CUSIP No(s). (If Any):

A-2

Beneficial Ownership of Other Securities of either Issuer:

Except as set forth below in this Item 4, the Selling Securityholder is not the beneficial or registered owner of any securities of either

Issuer other than the securities listed in Item 3 above.

Type and amount of other securities beneficially owned by the Selling

Securityholder:

Title of Security

Amount Beneficially Owned

CUSIP No(s). (If Any)

Relationships with either Issuer:

(a)

Has the Selling Securityholder or any of its affiliates, officers, directors or principal equity holders

(owners of 5% or more of the equity securities of the Selling Securityholder) held any position or office or had any other material relationship with either Issuer (or its predecessors or affiliates) during the past three years?

☐

Yes.

☐

No.

(b)

If the response to (a) above is “Yes,” then please state the nature and duration of the

relationship:

Plan of Distribution:

Check the following box confirming the intended plan of distribution of the Registrable Securities:

☐

The Selling Securityholder (including its donees and pledgees) does not intend to distribute the Registrable

Securities listed in Item 3(b) above pursuant to the Resale Registration Statement except as follows (if at all):

The

Registrable Securities may be sold from time to time directly by the Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through broker-dealers or agents, the Selling

Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions. The Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at

varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (1) on any national securities exchange or quotation service on which the Registrable

Securities may be listed or quoted at the time of sale; (2) in the over-the-counter market; (3) otherwise than on such exchanges or services or in the over-the-counter market; or (4) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter

into hedging transactions with broker-dealers, which may in turn engage in

A-3

short sales of the Registrable Securities in the course of the hedging positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable

Securities to close out short positions or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. Notwithstanding anything to the contrary, in no event will the methods of distribution take the form of an

underwritten offering of the Registrable Securities without the prior agreement of the Parent Guarantor.

Broker-Dealers and Their Affiliates:

The Parent Guarantor may have to identify the Selling Securityholder as an underwriter in the Resale Registration Statement or related

prospectus if:

•

the Selling Securityholder is a broker-dealer and did not receive the Registrable Securities as compensation for

underwriting activities or investment banking services or as investment securities; or

•

the Selling Securityholder is an affiliate of a broker-dealer and either (1) did not acquire the Registrable

Securities in the ordinary course of business; or (2) at the time of its purchase of the Registrable Securities, had an agreement or understanding, directly or indirectly, with any person to distribute the Registrable Securities.

Persons identified as underwriters in the Resale Registration Statement or related prospectus may be subject to

additional potential liabilities under the Securities Act and should consult their legal counsel before submitting this Notice and Questionnaire.

(a)

Is the Selling Securityholder a broker-dealer registered pursuant to Section 15 of the Exchange Act?

☐

Yes.

☐

No.

(b)

If the response to (a) above is “No,” is the Selling Securityholder an

“affiliate” of a broker-dealer that is registered pursuant to Section 15 of the Exchange Act?

☐

Yes.

☐

No.

For the purposes of this Item 7(b), an “affiliate” of a registered broker-dealer includes any company that directly, or indirectly

through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer.

(c)

Did the Selling Securityholder acquire the securities listed in Item 3 above in the ordinary course of

business?

☐

Yes.

☐

No.

(d)

At the time of the Selling Securityholder’s purchase of the securities listed in Item 3 above, did the

Selling Securityholder have any agreements or understandings, directly or indirectly, with any person to distribute the securities?

☐

Yes.

☐

No.

A-4

(e)

If the response to (d) above is “Yes,” then please describe such agreements or

understandings:

(f)

Did the Selling Securityholder receive the securities listed in Item 3 above as compensation for underwriting

activities or investment banking services or as investment securities?

☐

Yes.

☐

No.

(g)

If the response to (f) above is “Yes,” then please describe the circumstances:

Nature of Beneficial Ownership:

The purpose of this section is to identify the ultimate natural person(s) or publicly held entity(ies) that exercise(s) sole or shared voting

or dispositive power over the Registrable Securities.

(a)

Is the Selling Securityholder a natural person?

☐

Yes.

☐

No.

(b)

Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of an entity that is

required to file, periodic and other reports (for example, Forms 10-K, 10-Q and 8-K) with the SEC pursuant to Section

13(a) or 15(d) of the Exchange Act?

☐

Yes.

☐

No.

(c)

Is the Selling Securityholder an investment company, or a subsidiary of an investment company, registered under

the Investment Company Act of 1940, as amended?

☐

Yes.

☐

No.

A-5

(d)

If the Selling Securityholder is a subsidiary of such an investment company, please identify the investment

company:

(e)

Identify below the name of each natural person or entity that has sole or shared investment or voting control

over the securities listed in Item 3 above:

PLEASE NOTE THAT THE SEC REQUIRES THAT THESE NATURAL PERSONS AND ENTITIES BE NAMED IN THE PROSPECTUS.

Securities Received from Named Selling Securityholder:

(a)

Did the Selling Securityholder receive the Registrable Securities listed above in Item 3(b) as a transferee

from selling securityholder(s) previously identified in the Resale Registration Statement?

☐

Yes.

☐

No.

(b)

If the response to (a) above is “Yes,” then please answer the following two questions:

(i)

Did the Selling Securityholder receive the Registrable Securities listed above in Item 3(b) from the named

selling securityholder(s) prior to the effectiveness of the Resale Registration Statement?

☐

Yes.

☐

No.

(ii)

Identify below the names of the selling securityholder(s) from whom the Selling Securityholder received the

Registrable Securities listed above in Item 3(b) and the date on which such securities were received.

If more space is needed for responses, then please attach additional sheets of paper. Please indicate the Selling

Securityholder’s name and the number of the item being responded to on each such additional sheet of paper, and sign each such additional sheet of paper, before attaching it to this Notice and Questionnaire. The Selling Securityholder may be

asked to answer additional questions depending on the responses to the above questions.

A-6

ACKNOWLEDGEMENTS

The Selling Securityholder acknowledges its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock

manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offer or sale of Registrable Securities. The Selling Securityholder agrees that neither it nor any person acting on its behalf will

engage in any transaction in violation of such provisions.

The Selling Securityholder acknowledges its obligations under the Registration Rights

Agreement to indemnify and hold harmless certain persons as set forth therein.

Pursuant to the Registration Rights Agreement, the Issuers have agreed

under certain circumstances to indemnify the Selling Securityholder against certain liabilities.

In accordance with the Selling Securityholder’s

obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or

changes in the information provided in this Notice and Questionnaire that may occur after the date of this Notice and Questionnaire at any time while the Resale Registration Statement remains effective.

Notices to the Selling Securityholder relating to this Notice and Questionnaire or pursuant to the Registration Rights Agreement will be made by email, or in

writing, at the email or physical address set forth in Item 2 above.

By signing below, the Selling Securityholder consents to the disclosure of the

information contained in this Notice and Questionnaire in its answers to Items 1 through 9 and the inclusion of such information in the Resale Registration Statement and the related prospectus. The Selling Securityholder understands that such

information will be relied upon by the Issuers in connection with the preparation or amendment of the Resale Registration Statement and the related prospectus.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

A-7

The Selling Securityholder has caused this Notice and Questionnaire to be executed and delivered either in

person or by its duly authorized agent and thereby confirms that they are entitled to the benefits of, and be subject to the indemnification and other obligations under, the Registration Rights Agreement.

Dated:__________

Legal Name of

Selling

Securityholder:

By:

Name:

Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE

AND QUESTIONNAIRE TO PIEDMONT OPERATING PARTNERSHIP, LP AT:

Piedmont Operating Partnership, LP

5565 Glenridge Connector Suite 450

Atlanta, GA 30342

Attn: Chief

Financial Officer

Telephone: (770) 418-8800

Telecopy: (770) 418-8900

A-8

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