Syndax Pharmaceuticals Inc

EX-4.1 · d105044dex41.htm

EX-4.1
 2
 d105044dex41.htm
 EX-4.1

 Exhibit 4.1

 Execution Version

 SYNDAX PHARMACEUTICALS, INC.
 AND

 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

 as Trustee
 INDENTURE

 Dated as of June 10, 2026

 2.25% Convertible Senior Notes due 2031

 TABLE OF CONTENTS

 P AGE

 ARTICLE 1 DEFINITIONS

 1

 Section 1.01 . Definitions

 1

 Section 1.02 . References to Interest

 16

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

 16

 Section 2.01 . Designation and Amount

 16

 Section 2.02 . Form of Notes

 16

 Section 2.03 . Date and Denomination of Notes; Payments of Interest and Defaulted
Amounts

 17

 Section 2.04 . Execution, Authentication and Delivery of Notes

 19

 Section 2.05 . Exchange and Registration of Transfer of Notes; Restrictions on Transfer;
Depositary.

 20

 Section 2.06 . Mutilated, Destroyed, Lost or Stolen Notes

 28

 Section 2.07 . Temporary Notes

 29

 Section 2.08 . Cancellation of Notes Paid, Converted, Etc.

 29

 Section 2.09 . CUSIP Numbers

 29

 Section 2.10 . Additional Notes; Repurchases

 30

 ARTICLE 3 SATISFACTION AND DISCHARGE

 30

 Section 3.01 . Satisfaction and Discharge

 30

 ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY

 31

 Section 4.01 . Payment of Principal and Interest

 31

 Section 4.02 . Maintenance of Office or Agency

 31

 Section 4.03 . Appointments to Fill Vacancies in Trustee’s Office

 32

 Section 4.04 . Provisions as to Paying Agent

 32

 Section 4.05 . Existence

 33

 Section 4.06 . Rule 144A Information Requirement and Annual Reports

 34

 Section 4.07 . Stay, Extension and Usury Laws

 36

 Section 4.08 . Compliance Certificate; Statements as to Defaults

 36

 Section 4.09 . Further Instruments and Acts

 37

 i

 ARTICLE 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE

 37

 Section 5.01 . Lists of Holders

 37

 Section 5.02 . Preservation and Disclosure of Lists

 37

 ARTICLE 6 DEFAULTS AND REMEDIES

 37

 Section 6.01 . Events of Default

 37

 Section 6.02 . Acceleration; Rescission and Annulment

 39

 Section 6.03 . Additional Interest

 40

 Section 6.04 . Payments of Notes on Default; Suit Therefor

 41

 Section 6.05 . Application of Monies Collected by Trustee

 43

 Section 6.06 . Proceedings by Holders

 44

 Section 6.07 . Proceedings by Trustee

 45

 Section 6.08 . Remedies Cumulative and Continuing

 45

 Section 6.09 . Direction of Proceedings and Waiver of Defaults by Majority of
Holders

 45

 Section 6.10 . Notice of Defaults

 46

 Section 6.11 . Undertaking to Pay Costs

 46

 ARTICLE 7 CONCERNING THE TRUSTEE

 47

 Section 7.01 . Duties and Responsibilities of Trustee

 47

 Section 7.02 . Reliance on Documents, Opinions, Etc

 49

 Section 7.03 . No Responsibility for Recitals, Etc.

 50

 Section 7.04 . Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note
Registrar May Own Notes

 50

 Section 7.05 . Monies and Shares of Common Stock to Be Held in Trust

 50

 Section 7.06 . Compensation and Expenses of Trustee

 51

 Section 7.07 . Officer’s Certificate as Evidence

 52

 Section 7.08 . Eligibility of Trustee

 52

 Section 7.09 . Resignation or Removal of Trustee

 52

 Section 7.10 . Acceptance by Successor Trustee

 53

 Section 7.11 . Succession by Merger, Etc.

 54

 Section 7.12 . Trustee’s Application for Instructions from the Company

 54

 ii

 ARTICLE 8 CONCERNING THE HOLDERS

 55

 Section 8.01 . Action by Holders

 55

 Section 8.02 . Proof of Execution by Holders

 55

 Section 8.03 . Who Are Deemed Absolute Owners

 55

 Section 8.04 . Company-Owned Notes Disregarded

 56

 Section 8.05 . Revocation of Consents; Future Holders Bound

 56

 ARTICLE 9 HOLDERS’ MEETINGS

 57

 Section 9.01 . Purpose of Meetings

 57

 Section 9.02 . Call of Meetings by Trustee

 57

 Section 9.03 . Call of Meetings by Company or Holders

 57

 Section 9.04 . Qualifications for Voting

 58

 Section 9.05 . Regulations

 58

 Section 9.06 . Voting

 58

 Section 9.07 . No Delay of Rights by Meeting

 59

 ARTICLE 10 SUPPLEMENTAL INDENTURES

 59

 Section 10.01 . Supplemental Indentures Without Consent of Holders

 59

 Section 10.02 . Supplemental Indentures with Consent of Holders

 60

 Section 10.03 . Effect of Supplemental Indentures

 61

 Section 10.04 . Notation on Notes

 61

 Section 10.05 . Evidence of Compliance of Supplemental Indenture to Be Furnished to the
Trustee

 62

 ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

 62

 Section 11.01 . Company May Consolidate, Etc. on Certain Terms

 62

 Section 11.02 . Successor Entity to Be Substituted

 63

 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

 63

 Section 12.01 . Indenture and Notes Solely Corporate Obligations

 63

 ARTICLE 13 [INTENTIONALLY OMITTED]

 64

 ARTICLE 14 CONVERSION OF NOTES

 64

 Section 14.01 . Conversion Privilege

 64

 Section 14.02 . Conversion Procedure; Settlement Upon Conversion

 68

 iii

 Section 14.03 . Increased Conversion Rate Applicable to Certain Notes Surrendered in
Connection with Make-Whole Fundamental Changes or a Notice of Redemption.

 74

 Section 14.04 . Adjustment of Conversion Rate

 76

 Section 14.05 . Adjustments of Prices

 86

 Section 14.06 . Shares to Be Fully Paid

 87

 Section 14.07 . Effect of Recapitalizations, Reclassifications and Changes of the Common
Stock.

 87

 Section 14.08 . Certain Covenants

 89

 Section 14.09 . Responsibility of Trustee

 89

 Section 14.10 . [Intentionally Omitted].

 90

 Section 14.11 . Stockholder Rights Plans

 90

 Section 14.12 . Exchange in Lieu of Conversion.

 90

 Section 14.13 Limits Upon Issuance of Shares of Common Stock Upon Conversion

 91

 ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS

 93

 Section 15.01 . [Intentionally Omitted].

 93

 Section 15.02 . Repurchase at Option of Holders Upon a Fundamental
Change.

 93

 Section 15.03 . Withdrawal of Fundamental Change Repurchase Notice

 97

 Section 15.04 . Deposit of Fundamental Change Repurchase Price

 97

 Section 15.05 . Covenant to Comply with Applicable Laws Upon Repurchase of
Notes

 98

 ARTICLE 16 OPTIONAL REDEMPTION

 99

 Section 16.01 . Optional Redemption

 99

 Section 16.02 Notice of Optional Redemption; Selection of Notes .

 99

 Section 16.03 . Payment of Notes Called for Redemption .

 101

 Section 16.04 . Restrictions on Redemption

 101

 ARTICLE 17 MISCELLANEOUS PROVISIONS

 101

 Section 17.01 . Provisions Binding on Company’s Successors

 101

 Section 17.02 . Official Acts by Successor Entity

 101

 Section 17.03 . Addresses for Notices, Etc.

 102

 Section 17.04 . Governing Law; Jurisdiction

 102

 iv

 Section 17.05 . Evidence of Compliance with Conditions Precedent; Certificates and
Opinions of Counsel to Trustee

 103

 Section 17.06 . Legal Holidays

 104

 Section 17.07 . No Security Interest Created

 104

 Section 17.08 . Benefits of Indenture

 104

 Section 17.09 . Table of Contents, Headings, Etc.

 104

 Section 17.10 . Authenticating Agent

 104

 Section 17.11 . Execution in Counterparts

 105

 Section 17.12 . Severability

 105

 Section 17.13 . Waiver of Jury Trial

 105

 Section 17.14 . Force Majeure

 106

 Section 17.15 . Calculations

 106

 Section 17.16 . USA PATRIOT Act

 106

 Section 17.17 Electronic Signatures

 107

 EXHIBIT

 Exhibit A

 Form of Note

 A-1

 v

 INDENTURE dated as of June 10, 2026 between SYNDAX PHARMACEUTICALS, INC., a Delaware
corporation, as issuer (the “ Company ,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “ Trustee ,” as more fully
set forth in Section 1.01).
 W I T N E S S E T H:

 WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 2.25% Convertible Senior Notes due 2031 (the
“ Notes ”), initially in an aggregate principal amount not to exceed $250,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized
the execution and delivery of this Indenture; and
 WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note,
the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

 WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee or a
duly authorized authenticating agent, as in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to its terms, have been done and performed, and the execution of this
Indenture and the issuance hereunder of the Notes have in all respects been duly authorized.
 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes
(except as otherwise provided below), as follows:
 ARTICLE 1

 D EFINITIONS

 Section 1.01 . Definitions . The terms defined in this Section 1.01 (except as herein otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words “herein,” “hereof,”
“hereunder” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular.

 “ 1% Exception ” shall have the meaning specified in Section 14.04(k).

 “ Additional Interest ” means all amounts, if any, payable pursuant to Section 4.06(d), Section 4.06(e) and
Section 6.03, as applicable.
 “ Additional Shares ” shall have the meaning specified in Section 14.03(a).

 “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding
anything to the contrary herein, the determination of whether one Person is an “ Affiliate ” of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required to be
made, as the case may be, hereunder.
 “ Attribution Parties ” means, collectively, the following Persons and entities:
(i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the issue date of the Notes, directly or indirectly managed or advised by a Holder’s investment manager or any of
its Affiliates or principals, (ii) any direct or indirect Affiliates of such Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with such Holder or any of the foregoing and
(iv) any other Persons whose beneficial ownership of the Common Stock would or could be aggregated with such Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of
the foregoing is to subject collectively such Holder and all other Attribution Parties to the Maximum Percentage.
 “ Bid
Solicitation Agent ” means the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01(b)(i). The Company shall initially act as the Bid Solicitation Agent.

 “ Board of Directors ” means the board of directors of the Company or a committee of such board duly authorized to act
for it hereunder.
 “ Board Resolution ” means a copy of a resolution certified by the Secretary or an Assistant Secretary
of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

 “ Business Combination Event ” shall have the meaning specified in Section 11.01.

 2

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

 “ Called Notes ” means Notes called for Optional Redemption pursuant to Article 16 or Notes subject to a Deemed Redemption.

 “ Capital Stock ” means, for any entity, any and all shares, interests, rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated) stock issued by that entity, but shall not include any debt securities convertible into or exchangeable for any securities otherwise constituting Capital Stock pursuant to
this definition.
 “ Cash Settlement ” shall have the meaning specified in Section 14.02(a).

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

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

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

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

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

 “ Commission ” means the U.S. Securities and Exchange Commission, as from time to time constituted or created under the
Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

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

 “ Common Stock ” means the common stock of the Company, par value $0.0001 per share, at the date of this Indenture,
subject to Section 14.07.
 “ Company ” shall have the meaning specified in the first paragraph of this Indenture,
and subject to the provisions of Article 11, shall include its successors and assigns.
 “ Company Order ” means a written
order of the Company signed by any of its Officers and delivered to the Trustee.
 “ Conversion Agent ” shall have the
meaning specified in Section 4.02.

 3

 “ Conversion Consideration ” shall have the meaning specified in
Section 14.12(a).
 “ Conversion Date ” shall have the meaning specified in Section 14.02(c).

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

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

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

 “ Corporate Event ” shall have the meaning specified in Section 14.01(b)(iii).

 “ Corporate Trust Office ” means the designated office of the Trustee at which at any time this Indenture shall be
administered, which office at the date hereof is located at U.S. Bank Trust Company, National Association, 333 Commerce Street, Suite 900, Nashville, Tennessee 37201, Attention: Wally Jones (Syndax Pharmaceuticals, Inc. Administrator), or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by
notice to the Holders and the Company).
 “ Custodian ” means the Trustee, as custodian for The Depository Trust Company,
with respect to the Global Notes, or any successor entity thereto.
 “ Daily Conversion Value ” means, for each of the 25
consecutive Trading Days during the relevant Observation Period, one-twenty-fifth (1/25th) of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

 “ Daily Measurement Value ” means the Specified Dollar Amount (if any), divided by 25.

 “ Daily Settlement Amount ,” for each of the 25 consecutive Trading Days during the relevant Observation Period, shall
consist of:
 (a) cash in an amount equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily
Conversion Value on such Trading Day; and
 (b) if the Daily Conversion Value on such Trading Day exceeds the Daily
Measurement Value, a number of shares of Common Stock equal to (i) the difference between the Daily Conversion Value on such Trading Day and the Daily Measurement Value, divided by (ii) the Daily VWAP for such Trading Day.

 4

 “ Daily VWAP ” means, for each of the 25 consecutive Trading Days during
the relevant Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “SNDX<equity> AQR” (or its equivalent successor if such page is not
available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of
the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “ Daily VWAP ” shall be
determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

 “ Deemed Redemption ” shall have the meaning specified in Section 14.01(b)(v).

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

 “ Default Settlement Method ” means, initially, Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000
principal amount of Notes, subject to Section 14.02(a).
 “ Defaulted Amounts ” means any amounts on any Note
(including, without limitation, the Redemption Price, the Fundamental Change Repurchase Price, principal and interest) that are payable but are not punctually paid or duly provided for.

 “ De-Legending Deadline Date ” means, with respect to any Notes issued pursuant to
the Subscription Agreements (or any Notes issued in exchange therefor or in substitution thereof) or any additional Notes issued pursuant to Section 2.10 (or any Notes issued in exchange therefor or in substitution thereof), the 380th day after
the last date of original issuance of such Notes or additional Notes, as applicable; provided, however , that if such 380th day is after a Regular Record Date and on or before the corresponding Interest Payment Date, then the “De-Legending Deadline Date” for such Notes will instead be the fifth (5th) Business Day immediately after such Interest Payment Date.

 “ Depositary ” means, with respect to each Global Note, the Person specified in Section 2.05(c) as the Depositary with
respect to such Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “ Depositary ” shall mean or include such successor.

 “ Designated Financial Institution ” shall have the meaning specified in Section 14.12(a).

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

 “ Distribution Compliance Period ” means, with respect to any Note issued and sold by the Company pursuant to Regulation S
under the Securities Act, the period ending on the date that is six months after the last day of original issuance of such Note.

 5

 “ Effective Date ” shall have the meaning specified in
Section 14.03(c), except that, as used in Section 14.04 and Section 14.05, “ Effective Date ” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market,
regular way, reflecting the relevant share split or share combination, as applicable. For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of shares of the Common Stock under a separate
ticker symbol or CUSIP number will not be considered “regular way” for this purpose.
 “ Event of Default ”
shall have the meaning specified in Section 6.01.
 “ Ex-Dividend Date ”
means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable,
from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market. For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in
respect of shares of the Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

 “ Excess Shares ” shall have the meaning specified in Section 14.13.

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

 “ Exchange Election ” shall have the meaning specified in Section 14.12(a).

 “ Exempted Fundamental Change ” shall have the meaning specified in Section 15.02(f).

 “ Form of Assignment and Transfer ” means the “Form of Assignment and Transfer” attached as Attachment 3 to the
Form of Note attached hereto as Exhibit A.
 “ Form of Fundamental Change Repurchase Notice ” means the “Form of
Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.
 “ Form of
Note ” means the “Form of Note” attached hereto as Exhibit A.
 “ Form of Notice of Conversion ”
means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.

 6

 “ Fundamental Change ” shall be deemed to have occurred at the time after
the Notes are originally issued if any of the following occurs:
 (a) except in connection with transactions described in
clause (b) below, a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its direct or indirect Wholly Owned Subsidiaries and any employee benefit plans of the Company
or its Wholly Owned Subsidiaries, has become and files a Schedule TO (or any successor schedule, form or report) or any schedule, form or report under the Exchange Act that discloses that such person or group has become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of Common Stock representing more than 50% of the voting power of the Common Stock, unless such beneficial ownership
arises solely as a result of a revocable proxy delivered in response to a public proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act and is not also then reportable on Schedule 13D or Schedule
13G (or any successor schedule) under the Exchange Act regardless of whether such a filing has actually been made; provided that no “person” or “group” shall be deemed to be the beneficial owner of any securities
tendered pursuant to a tender or exchange offer made by or on behalf of such “person” or “group” until such tendered securities are accepted for purchase or exchange under such offer;

 (b) the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than a change to
par value, or from par value to no par value, or changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any
share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of
transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s direct or indirect Wholly Owned Subsidiaries; provided ,
however , that a transaction described in clause (A) or clause (B) in which the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes
of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction
shall not be a Fundamental Change pursuant to this clause (b);
 (c) the stockholders of the Company approve any plan or
proposal for the liquidation or dissolution of the Company; or
 (d) the Common Stock (or other common stock underlying the
Notes) ceases to be listed or quoted on any of The New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors);

 7

 provided , however , that a transaction or transactions described in clause (b) above shall
not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by the common stockholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of dissenters’
appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their
respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding
cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights (subject to the provisions of Section 14.02(a)). If any transaction in which the Common Stock is replaced by the common stock or other
Common Equity of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso
immediately following clause (d) of this definition, following the effective date of such transaction), references to the Company in this definition shall instead be references to such other entity.

 “ Fundamental Change Company Notice ” shall have the meaning specified in Section 15.02(c).

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

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

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

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

 “ Global Note ” shall have the meaning specified in Section 2.05(b).

 “ Holder ,” as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), means
any Person in whose name at the time a particular Note is registered on the Note Register.
 “ Indenture ” means this
instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

 8

 “ Irrevocable Election ” shall have the meaning specified in
Section 14.02(a)(iii).
 “ Interest Payment Date ” means each June 15 and December 15 of each year,
beginning on December 15, 2026.
 “ last date of original issuance ” means (a) with respect to any Notes issued
pursuant to the Subscription Agreements, and any Notes issued in exchange therefor or in substitution thereof, the date the Company first issues such Notes; and (b) with respect to any additional Notes issued pursuant to Section 2.10, and
any Notes issued in exchange therefor or in substitution thereof, either (i) the later of (x) the date the Company first issues such Notes and (y) the last date any Notes are originally issued as part of the same offering pursuant to
the exercise of the 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.
 “ Last Reported Sale Price ” of the Common Stock (or any other security for which a closing sale price must be
determined) on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that
date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock (or such other security) is traded. If the Common Stock (or such other security) is not listed for trading on a U.S.
national or regional securities exchange on the relevant date, the “ Last Reported Sale Price ” shall be the last quoted bid price for the Common Stock (or such other security) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock (or such other security) is not so quoted, the “ Last Reported Sale
Price ” shall be the average of the mid-point of the last bid and ask prices for the Common Stock (or such other security) on the relevant date from each of at least three nationally recognized
independent investment banking firms selected by the Company for this purpose. The “ Last Reported Sale Price ” shall be determined without regard to after-hours trading or any other trading outside of regular trading session hours.

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

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

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

 9

 “ Maturity Date ” means June 15, 2031.

 “ Maximum Percentage ” shall have the meaning specified in Section 14.13.

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

 “ Note ” or “ Notes ” shall have the meaning specified in the first paragraph of the recitals of this
Indenture.
 “ Note Register ” shall have the meaning specified in Section 2.05(a).

 “ Note Registrar ” shall have the meaning specified in Section 2.05(a).

 “ Notice of Conversion ” shall have the meaning specified in Section 14.02(b).

 “ Notice of Redemption ” shall have the meaning specified in Section 16.02(a).

 “ Observation Period ” with respect to any Note surrendered for conversion means: (i) subject to clause (ii), if the
relevant Conversion Date occurs prior to March 15, 2031, the 25 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion Date; (ii) with respect to any Called Notes, if the
relevant Conversion Date occurs during the related Redemption Period, the 25 consecutive Trading Days beginning on, and including, the 26th Scheduled Trading Day immediately preceding such Redemption Date; and (iii) subject to clause (ii), if
the relevant Conversion Date occurs on or after March 15, 2031, the 25 consecutive Trading Days beginning on, and including, the 26th Scheduled Trading Day immediately preceding the Maturity Date.

 “ Officer ” means, with respect to the Company, the Chief Executive Officer, the President, the Chief Financial Officer, the
Chief Operating Officer, the Chief Legal Officer, the General Counsel, the Treasurer, the Secretary, Assistant Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words
added before or after the title “Vice President”).
 “ Officer’s Certificate ,” when used with respect
to the Company, means a certificate that is delivered to the Trustee and that is signed by any Officer of the Company. Each such certificate shall include the statements provided for in Section 17.05 if and to the extent required by the
provisions of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal executive, financial or accounting officer of the Company.

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

 10

 “ Opinion of Counsel ” means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company, or other counsel who is reasonably acceptable to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters set forth therein, that is delivered to the
Trustee. Each such opinion shall include the statements provided for in Section 17.05 if and to the extent required by the provisions of such Section 17.05.

 “ Optional Redemption ” shall have the meaning specified in Section 16.01.

 “ outstanding ,” when used with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any
particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except:
 (a) Notes theretofore
canceled by the Trustee or accepted by the Trustee for cancellation;
 (b) Notes, or portions thereof, that have become due
and payable and in respect of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent);
 (c) Notes that have been paid pursuant to the second paragraph of
Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is presented that any such Notes
are held by protected purchasers in due course;
 (d) Notes converted pursuant to Article 14 and required to be cancelled
pursuant to Section 2.08; and
 (e) Notes redeemed pursuant to Article 16.

 “ Partial Redemption Limitation ” shall have the meaning specified in Section 16.02(d).

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

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

 “ Physical Notes ” means permanent certificated Notes in registered form issued in denominations of $1,000 principal amount
and integral multiples thereof.
 “ Physical Settlement ” shall have the meaning specified in Section 14.02(a).

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 “ Predecessor Note ” of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed
or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.

 “ Qualified Successor Entity ” means, with respect to a Business Combination Event, a corporation; provided, however, that
(i) if such Business Combination Event is an Exempted Fundamental Change, then a limited liability company, limited partnership or other similar entity shall also constitute a Qualified Successor Entity with respect to such Business Combination
Event; and (ii) a limited liability company or limited partnership that is the resulting, surviving or transferee person of such Business Combination Event shall also constitute a Qualified Successor Entity with respect to such Business
Combination Event, if each of the following clauses (1), (2), (3) and (4) is satisfied: (1) either (x) such limited liability company or limited partnership is treated as a corporation or an entity disregarded as separate from a
corporation, in each case, for U.S. federal income tax purposes, or (y) the Company has received an opinion of a nationally recognized tax counsel to the effect that such Business Combination Event shall not be treated as an exchange under
Section 1001 of the U.S. Internal Revenue Code of 1986, as amended, for Holders or beneficial owners of the Notes; (2) such limited liability company or limited partnership is a direct or indirect Wholly Owned Subsidiary of a corporation
(or other entity treated as a corporation for U.S. federal income tax purposes) duly organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (3) such Business Combination Event
constitutes a Share Exchange Event whose Reference Property consists solely of any combination of U.S. dollars and shares of common stock or other corporate Common Equity interests of a corporation (or other entity treated as a corporation for U.S.
federal income tax purposes) described in clause (2); and (4) if such limited liability company or limited partnership is disregarded as separate from its owner for U.S. federal income tax purposes, its regarded owner for those purposes is a
corporation (or other entity treated as a corporation for U.S. federal income tax purposes) described in clause (2).
 “ Record
Date ” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the
Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock (or such other security) entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).

 “ Redemption Date ” shall have the meaning specified in Section 16.02(a).

 “ Redemption Period ” means, with respect to any Optional Redemption, the period from, and including, the date on which the
Company delivers a Notice of Redemption for such Optional Redemption until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date (or, if the Company defaults in the payment of the Redemption
Price, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for).

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 “ Redemption Price ” means, for any Notes to be redeemed pursuant to
Article 16, 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately
succeeding Interest Payment Date, in which case interest accrued to the Interest Payment Date will be paid by the Company to Holders of record of such Notes as of the close of business on such Regular Record Date on, or at the Company’s
election, before such Interest Payment Date, and the Redemption Price will be equal to 100% of the principal amount of such Notes).

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

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

 “ Reported Outstanding Share Number ” shall have the meaning specified in Section 14.13.

 “ Reporting Event of Default ” shall have the meaning specified in Section 6.03.

 “ Resale Restriction Termination Date ” shall have the meaning specified in Section 2.05(c).

 “ Responsible Officer ” means, when used with respect to the Trustee, any officer within the corporate trust department of
the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the
time shall be such officers, respectively, or to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct
responsibility for the administration of this Indenture.
 “ Restricted Securities ” shall have the meaning specified in
Section 2.05(c).
 “ Restrictive Notes Legend ” shall have the meaning specified in Section 2.05(c).

 “ Rule 144 ” means Rule 144 as promulgated under the Securities Act.

 “ Rule 144A ” means Rule 144A as promulgated under the Securities Act.

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

 13

 “ Securities Act ” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
 “ Settlement Amount ” has the meaning specified in
Section 14.02(a)(iv).
 “ Settlement Method ” means, with respect to any conversion of Notes, Physical Settlement,
Cash Settlement or Combination Settlement, as elected (or deemed to have been elected) by the Company.
 “ Settlement
Notice ” has the meaning specified in Section 14.02(a)(iii).
 “ Share Exchange Event ” shall have the
meaning specified in Section 14.07(a).
 “ Significant Subsidiary ” means a Subsidiary of the Company that is a
“significant subsidiary” as defined in Article 1, Rule 1-02(w)(1) of Regulation S-X promulgated by the Commission (or any successor rule); provided that, in
the case of a Subsidiary that meets the criteria of clause (1)(iii) of the definition thereof but not clause (1)(i) or (1)(ii) thereof, in each case as such rule is in effect on the date of this Indenture, such Subsidiary shall be deemed not to be a
Significant Subsidiary unless the Subsidiary’s income from continuing operations before income taxes (after intercompany eliminations), exclusive of amounts attributable to any noncontrolling interests for the last completed fiscal year prior
to the date of such determination exceeds $10,000,000. For the avoidance of doubt, to the extent any such Subsidiary would not be deemed to be a “significant subsidiary” under the relevant definition set forth in Article 1, Rule 1-02(w) of Regulation S-X (or any successor rule) as in effect on the relevant date of determination, such Subsidiary shall not be deemed to be a Significant Subsidiary under
this Indenture irrespective of whether such Subsidiary has greater than $10,000,000 in income from continuing operations as described in the immediately preceding sentence.

 “ Specified Dollar Amount ” means the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion
as specified in the Settlement Notice (or deemed specified as provided in Section 14.02(a)(iii)) related to any converted Notes.

 “ Spin-Off ” shall have the meaning specified in Section 14.04(c).

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

 “ Subscription Agreements ” means those certain Subscription Agreements, dated June 3, 2026, between the Company and the
Investors party thereto.
 “ Subsidiary ” means, with respect to any Person, any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries
of such Person.

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 “ Successor Entity ” shall have the meaning specified in
Section 11.01(a).
 “ Trading Day ” means, except for determining amounts due upon conversion, a day on which
(i) trading in the Common Stock (or other security for which a closing sale price must be determined) generally occurs on the Nasdaq Global Select Market or, if the Common Stock (or such other security) is not then listed on the Nasdaq Global
Select Market on the principal other U.S. national or regional securities exchange on which the Common Stock (or such other security) is then listed or, if the Common Stock (or such other security) is not then listed on a U.S. national or regional
securities exchange, on the principal other market on which the Common Stock (or such other security) is then traded and (ii) a Last Reported Sale Price for the Common Stock (or closing sale price for such other security) is available on such
securities exchange or market; provided that if the Common Stock (or such other security) is not so listed or traded, “ Trading Day ” means a Business Day; and provided further that, for purposes of determining
amounts due upon conversion only, “ Trading Day ” means a day on which (x) there is no Market Disruption Event and (y) trading in the Common Stock generally occurs on the Nasdaq Global Select Market or, if the Common Stock
is not then listed on the Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities
exchange, on the principal other market on which the Common Stock is then listed or admitted for trading, except that if the Common Stock is not so listed or admitted for trading, “ Trading Day ” means a Business Day.

 “ Trading Price ” of the Notes on any date of determination means the average of the secondary market bid quotations obtained
by the Bid Solicitation Agent for $5,000,000 (or such lesser amount as may then be outstanding) principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized
securities dealers the Company selects for this purpose; provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average of the two bids shall be used, and if only
one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall be used. If, on any determination date, the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 (or such lesser amount as may then
be outstanding) principal amount of Notes from a nationally recognized securities dealer, then the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported
Sale Price of the Common Stock and the Conversion Rate.
 “ transfer ” shall have the meaning specified in
Section 2.05(c).
 “ Trigger Event ” shall have the meaning specified in Section 14.04(c).

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 “ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended,
as it was in force at the date of execution of this Indenture; provided , however , that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall mean, to the extent
required by such amendment, the Trust Indenture Act of 1939, as so amended.
 “ Trustee ” means the Person named as the
“ Trustee ” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “ Trustee ” shall mean or include each
Person who is then a Trustee hereunder.
 “ unit of Reference Property ” shall have the meaning specified in
Section 14.07(a).
 “ Valuation Period ” shall have the meaning specified in Section 14.04(c).

 “ Wholly Owned Subsidiary ” means, with respect to any Person, any Subsidiary of such Person, except that, solely for
purposes of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%,” the calculation of which shall exclude nominal amounts of the
voting power of shares of Capital Stock or other interests in the relevant Subsidiary not held by such person to the extent required to satisfy local minority interest requirements outside of the United States.

 Section 1.02 . References to Interest . Unless the context otherwise requires, any reference to interest on, or in respect
of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of Section 4.06(d), Section 4.06(e) and Section 6.03 and/or to any
interest payable on any Defaulted Amounts as set forth in Section 2.03(c). Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in
those provisions hereof where such express mention is not made.
 ARTICLE 2

 I SSUE , D ESCRIPTION , E XECUTION , R EGISTRATION AND
E XCHANGE OF N OTES
 Section 2.01 . Designation and Amount . The Notes shall
be designated as the “2.25% Convertible Senior Notes due 2031.” The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is initially limited to $250,000,000, subject to Section 2.10 and
except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder.

 Section 2.02 . Form of Notes . The Notes and the Trustee’s certificate of authentication to be borne by such Notes
shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions of this Indenture shall control and
govern to the extent of such conflict.

 16

 Any Global Note may be endorsed with or have incorporated in the text thereof such legends
or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to
which any particular Notes are subject.
 Any of the Notes may have such letters, numbers or other marks of identification and such
notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with
any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate
any special limitations or restrictions to which any particular Notes are subject.
 Each Global Note shall represent such principal amount
of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture.
Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record
date or other means of determining Holders eligible to receive payment is provided for herein.
 Section 2.03 . Date and
Denomination of Notes; Payments of Interest and Defaulted Amounts . (a) The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be
dated the date of its authentication and shall bear interest from the date specified on the face of such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.

 17

 (b) The Person in whose name any Note (or its Predecessor Note) is registered on the Note
Register at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal amount of any Note (x) in the case of any
Physical Note, shall be payable at the office or agency of the Company maintained by the Company for such purposes in the continental United States of America, which shall initially be the Corporate Trust Office and (y) in the case of any
Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Company shall pay, or cause the Paying Agent to pay, interest (i) on any Physical Notes (A) to Holders
holding Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders at their address as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount
of more than $5,000,000, either by check mailed to each such Holder or, upon written application by such a Holder to the Note Registrar not later than the relevant Regular Record Date, by wire transfer in immediately available funds to that
Holder’s account within the United States if such Holder has provided the Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite information necessary to make such wire transfer, which application shall remain
in effect until the Holder notifies, in writing, the Note Registrar to the contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

 (c) Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum
at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election
in each case, as provided in clause (i) or (ii) below:
 (i) The Company may elect to make payment of any Defaulted
Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless
the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory
to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall
fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment (unless the Trustee shall consent to an earlier date). The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of
the

 18

proposed payment of such Defaulted Amounts and the special record date therefor to be delivered to each Holder not less than 10 days prior to such special record date. Notice of the proposed
payment of such Defaulted Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of
business on such special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c).

 (ii) The Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of
any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required by such exchange or automated quotation system, if, after written notice given by the Company
to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. For the avoidance of doubt, the Company may make payment of any Defaulted Amounts and default interest relating to any
amounts due upon conversion of the Notes in a manner other than as provided in Section 2.03(c)(i); provided that such manner would be permitted under the terms of this Indenture if such amounts due upon conversion were not Defaulted Amounts or
default interest.
 (iii) The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to
determine the Defaulted Amounts, or with respect to the nature, extent, or calculation of the amount of Defaulted Amounts owed, or with respect to the method employed in such calculation of the Defaulted Amounts.

 Section 2.04 . Execution, Authentication and Delivery of Notes . The Notes shall be signed in the name and on behalf
of the Company by the manual, facsimile or electronic signature of its Chief Executive Officer, Chief Financial Officer, General Counsel Treasurer or Secretary or any of its Executive or Senior Vice Presidents.

 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to
the Trustee for authentication, together with a Company Order (such Company Order to include the terms of the Notes) for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and
deliver such Notes, without any further action by the Company hereunder; provided that, subject to Section 17.05, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company with respect to the issuance,
authentication and delivery of such Notes.
 Only such Notes as shall bear thereon a certificate of authentication substantially in the
form set forth on the Form of Note attached as Exhibit A hereto, executed manually by an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

 19

 In case any Officer of the Company who shall have signed any of the Notes shall cease to be
such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes
had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution
of this Indenture any such person was not such an Officer.
 Section 2.05 . Exchange and Registration of Transfer of Notes;
Restrictions on Transfer; Depositary.
 (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register
maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “ Note Register ”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the
“ Note Registrar ” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.

 Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note
Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

 Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes
to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the
Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding.
 All Notes presented or
surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be
accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly
authorized in writing.

 20

 No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer
tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of
transfer.
 None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be
required to exchange for other Notes or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a
portion of any Note, surrendered for required repurchase upon a Fundamental Change (and not validly withdrawn) in accordance with Article 15 or (iii) any Notes selected for Optional Redemption in accordance with Article 16, except the
unredeemed portion of any Note being redeemed in part.
 All Notes issued upon any registration of transfer or exchange of Notes in
accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

 (b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth
paragraph from the end of Section 2.05(c) all Notes shall be represented by one or more Notes in global form (each, a “ Global Note ”) registered in the name of the Depositary or the nominee of the Depositary. Each Global Note
shall bear the legend required on a Global Note set forth in Exhibit A hereto. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not
the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer set forth herein) and the applicable procedures of the Depositary therefor.

 (c) Every Note that bears or is required under this Section 2.05(c) to bear the Restrictive Notes Legend (together with any Common Stock
issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “ Restricted Securities ”) shall be subject to the restrictions on transfer set forth in this
Section 2.05(c) (including the Restrictive Notes Legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each such Restricted Security, by such
Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “ transfer ” encompasses any sale, pledge, transfer or other
disposition whatsoever of any Restricted Security.

 21

 Until the date (the “ Resale Restriction Termination Date ”) that is the
later of (1) the date that is one year after the last date of original issuance of the Notes, or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and (2) such later date, if any, as may be required
by applicable law, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in
Section 2.05(d), if applicable) shall bear a legend in substantially the following form (the “ Restrictive Notes Legend ”) (unless such Notes have been transferred pursuant to a registration statement that has become or been
declared effective under the Securities Act and that continues to be effective at the time of such transfer, or, following the expiration of the Distribution Compliance Period, if applicable, sold pursuant to the exemption from registration provided
by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee):

 THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ SECURITIES ACT ”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED 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) A “QUALIFIED INSTITUTIONAL BUYER”
(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S, AND THAT IT
EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND
 (2) AGREES FOR THE BENEFIT OF SYNDAX
PHARMACEUTICALS, INC. (THE “ COMPANY ”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL
ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:

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

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

 (C) TO A PERSON IT REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT,

 22

 (D) OUTSIDE THE UNITED STATES, THROUGH OFFERS AND SALES THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR
 (E) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
 HEDGING
TRANSACTIONS INVOLVING THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

 No transfer of any Note prior to the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable box on
the Form of Assignment and Transfer has been checked.
 Any Note (or security issued in exchange or substitution therefor) (i) as to
which such restrictions on transfer shall have expired in accordance with their terms, (ii) that has been transferred pursuant to a registration statement that has become effective or been declared effective under the Securities Act and that
continues to be effective at the time of such transfer or (iii) that, following the expiration of the Distribution Compliance Period, if applicable, has been sold pursuant to the exemption from registration provided by Rule 144 or any similar
provision then in force under the Securities Act, may, upon surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate
principal amount, which shall not bear the Restrictive Notes Legend required by this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall be entitled to instruct the Custodian in writing to so surrender any
Global Note as to which any of the conditions set forth in clause (i) through (iii) of the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global Note for exchange; and any
new Global Note so exchanged therefor shall not bear the Restrictive Notes Legend specified in this Section 2.05(c) and shall not be assigned a restricted CUSIP number. In addition, the Company may effect the removal of the Restrictive Notes
Legend upon the Company’s delivery to the Trustee of written notice to such effect, whereupon the Restrictive Notes Legend set forth above and affixed on any Note shall be

 23

deemed, in accordance with the terms of the certificate representing such Note, to be removed therefrom without further action by the Company, the Trustee, the Holder(s) thereof or any other
Person; at such time, such Note shall be deemed to be assigned an unrestricted CUSIP number as provided in the certificate representing such Note, it being understood, including for purposes of Section 4.06(e), that the Depositary of any Global
Note may require a mandatory exchange or other process to cause such Global Note to be identified by an unrestricted CUSIP number in the facilities of such Depositary. The Company shall promptly notify the Trustee in writing upon the occurrence of
the Resale Restriction Termination Date and promptly after a registration statement, if any, with respect to the Notes or any Common Stock issued upon conversion of the Notes has become or been declared effective under the Securities Act.

 Notwithstanding any other provisions of this Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may
not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph.

 The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to
act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for
Cede & Co.
 If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as
depositary for the Global Notes and a successor Depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor Depositary is not appointed within 90 days or
(iii) an Event of Default with respect to the Notes has occurred and is continuing and, subject to the Depositary’s applicable procedures, a beneficial owner of any Note requests that its beneficial interest therein be issued as a
Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a
Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each
beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee
such Global Notes shall be canceled.
 Physical Notes issued in exchange for all or a part of the Global Note pursuant to this
Section 2.05(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of the immediately
preceding paragraph, the relevant beneficial owner, shall instruct the Trustee in writing. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered.

 24

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

 None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any act or omission
of the Depositary or for the payment of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of those interests by the Depositary, or for maintaining, supervising or
reviewing any records of the Depositary relating to those interests.
 (d) Until the Resale Restriction Termination Date, any stock
certificate representing Common Stock issued upon conversion of a Note shall bear a legend in substantially the following form (unless such Common Stock has been transferred pursuant to a registration statement that has become or been declared
effective under the Securities Act and that continues to be effective at the time of such transfer, or, following the expiration of the Distribution Compliance Period, if applicable, pursuant to the exemption from registration provided by Rule 144
or any similar provision then in force under the Securities Act, or such Common Stock has been issued upon conversion of a Note that has been transferred pursuant to a registration statement that has become or been declared effective under the
Securities Act and that continues to be effective at the time of such transfer, or, following the expiration of the Distribution Compliance Period, if applicable, pursuant to the exemption from registration provided by Rule 144 or any similar
provision then in force under the Securities Act, or unless otherwise agreed by the Company with written notice thereof to the Trustee and any transfer agent for the Common Stock):

 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

 25

 (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS (A) A
“QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S, AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND
 (2)
AGREES FOR THE BENEFIT OF SYNDAX PHARMACEUTICALS, INC. (THE “ COMPANY ”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE
YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF THE SERIES OF NOTES UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND
(Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:
 (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, OR
 (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

 (C) TO A PERSON IT REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, OR
 (D) OUTSIDE THE UNITED STATES, THROUGH OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR
 (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF
AVAILABLE) UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
 PRIOR TO
THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS
MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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 HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.
 Any such Common Stock (i) as to which such restrictions on transfer shall have expired in accordance with their
terms, (ii) that, following the expiration of the Distribution Compliance Period, if applicable, has been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to
be effective at the time of such transfer or (iii) that has been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, may, upon surrender of the certificates
representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall
not bear the restrictive legend required by this Section 2.05(d).
 The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or
beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the express requirements hereof.
 (e) Any Note or restricted Common
Stock issued upon the conversion or exchange of a Note that is repurchased or owned by the Company or any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time during the three months immediately preceding) may not
be resold by the Company or such Affiliate (or such Person, as the case may be) unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in
such Note or Common Stock, as the case may be, no longer being a “restricted security” (as defined under Rule 144).
 (f)
Notwithstanding anything herein to the contrary, during the Distribution Compliance Period, the Company may refuse to register any transfer of the Notes (or any shares of Common Stock issuable upon conversion thereof) not made in accordance with the
provisions of Regulation S under the Securities Act (§§ 230.901 through 230.905)), pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; provided, however, that if foreign law prevents
the Company from refusing to register securities transfers, the Notes (or any shares of Common Stock issuable upon conversion thereof) shall include the restrictive legends required by Section 2.05(c) and Section 2.05(d) to prevent any
transfer of the Notes (or any shares of Common Stock issuable upon conversion thereof) not made in accordance with the provisions of Regulation S under the Securities Act.

 27

 Section 2.06 . Mutilated, Destroyed, Lost or Stolen Notes . In case any
Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, a new Note, bearing
a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall
furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless from any loss, claim, liability, cost or expense caused by or connected with
such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of
such Note and of the ownership thereof.
 The Trustee or such authenticating agent may authenticate any such substituted Note and deliver
the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required
in connection therewith as a result of the name of the Holder of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note that has matured or is
about to mature or has been surrendered for required repurchase upon a Fundamental Change or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion,
instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or
conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, claim, liability, cost or expense caused by or
connected with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or
theft of such Note and of the ownership thereof.
 Every substitute Note issued pursuant to the provisions of this Section 2.06 by
virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the
benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the replacement, payment,

 28

redemption, conversion or repurchase of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement, payment, redemption, conversion or repurchase of negotiable instruments or other securities without their surrender.

 Section 2.07 . Temporary Notes . Pending the preparation of Physical Notes, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the
form of the Physical Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be executed by the Company and authenticated by the
Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and deliver to the Trustee or such
authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to
Section 4.02 and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of Physical Notes. Such exchange shall be made by the Company at its own expense
and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Physical Notes authenticated and delivered hereunder.

 Section 2.08 . Cancellation of Notes Paid, Converted, Etc. The Company shall cause all Notes surrendered for the purpose of payment
at maturity, repurchase upon a Fundamental Change pursuant to Section 15.02, redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any of
its agents or Subsidiaries, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures upon written request by the Company. Except for any Notes
surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee
shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver evidence of such disposition to the Company, at the Company’s written request in a Company Order.

 Section 2.09 . CUSIP Numbers . The Company in issuing the Notes may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that the Trustee shall have no liability for any defect in the “CUSIP” numbers as they
appear on any Note, notice or elsewhere, and, provided, further, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or on such notice and that reliance may be
placed only on the other identification numbers printed on the Notes. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

 29

 Section 2.10 . Additional Notes; Repurchases . The Company may, without the
consent of, or notice to, the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue date, the issue
price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes
are not fungible with the Notes initially issued hereunder for U.S. federal income tax or securities law purposes, such additional Notes shall have one or more separate CUSIP numbers. Prior to the issuance of any such additional Notes, the Company
shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the
Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether
by the Company or its Subsidiaries or through a privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without the
consent of or notice to the Holders of the Notes. The Company may, at its option and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation any Notes that it may repurchase, in the case of a
reissuance or resale, so long as such Notes do not constitute “restricted securities” (as defined under Rule 144) upon such reissuance or resale; provided that if any such reissued or resold Notes are not fungible with the Notes
initially issued hereunder for U.S. federal income tax or securities law purposes, such reissued or resold Notes shall have one or more separate CUSIP numbers. Any Notes that the Company may repurchase shall be considered outstanding for all
purposes under this Indenture (other than, at any time when such Notes are owned by the Company, by any Subsidiary thereof or by any Affiliate of the Company or any Subsidiary thereof, as set forth in Section 8.04) unless and until such time as
the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered.

 ARTICLE 3

 S ATISFACTION AND D ISCHARGE

 Section 3.01 . Satisfaction and Discharge . (a) This Indenture and the Notes shall cease to be of further effect when
(i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06 and (y) Notes for whose payment
money has heretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have been delivered to the Trustee for cancellation;
or (ii) the Company has deposited with the Trustee or delivered to

 30

Holders, as applicable, after the Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Fundamental Change Repurchase Date, upon conversion or otherwise, cash
or cash and/or shares of Common Stock, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable under this Indenture or the Notes by the Company; and (b) the
Trustee upon request of the Company contained in an Officer’s Certificate and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture, when
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee, the obligations of the Company to the Trustee under Section 7.06 shall survive.

 ARTICLE 4

 P ARTICULAR C OVENANTS OF THE C OMPANY

 Section 4.01 . Payment of Principal and Interest . The Company covenants and agrees that it will cause to be paid the
principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the
Notes.
 Any applicable withholding taxes (including backup withholding) may be withheld from payments of interest and payments upon
conversion, redemption, repurchase or maturity of the Notes, or if any withholding taxes (including backup withholding) are paid on behalf of a Holder or beneficial owner, those withholding taxes may be withheld from or set off against payments of
cash or Common Stock, if any, payable on the Notes (or, in some circumstances, any payments on the Common Stock) or sales proceeds payable to, or other funds or assets of, the Holder or beneficial owner.

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

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 The Company may also from time to time designate as
 co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that
no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the continental United States of America for such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such other office or agency. The terms “ Paying Agent ” and “ Conversion Agent ” include any such additional or other offices or agencies,
as applicable.
 The Company hereby initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Conversion Agent
and the Corporate Trust Office as the office or agency in the continental United States of America, where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase or for conversion and where
notices and demands to or upon the Company in respect of the Notes and this Indenture may be served; provided that the Corporate Trust Office shall not be a place for service of legal process for the Company.

 Section 4.03 . Appointments to Fill Vacancies in Trustee ’ s Office . The Company, whenever necessary to
avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.09, a Trustee, so that there shall at all times be a Trustee hereunder.

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

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

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

 (iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the
Trustee all sums so held in trust.
 The Company shall, on or before each due date of the principal (including the Redemption Price and the
Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price,
if applicable) or accrued and unpaid interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made on the due date,
such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.

 32

 (b) If the Company shall act as its own Paying Agent, it will, on or before each due date of
the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum
sufficient to pay such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing of any failure to take such
action and of any failure by the Company to make any payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become due
and payable.
 (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in trust by the Company or any Paying Agent hereunder as required by this Section 4.04,
such sums or amounts to be held by the Trustee upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent shall be released from all further liability but
only with respect to such sums or amounts.
 (d) Subject to applicable escheatment laws, any money and shares of Common Stock deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on and the
consideration due upon conversion of any Note and remaining unclaimed for two years after such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration due upon conversion has
become due and payable shall be paid to the Company on request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money and shares of Common Stock, and all liability of the Company as trustee thereof, shall
thereupon cease.
 (e) Upon any Event of Default pursuant to Section 6.01(i) or (j), the Trustee shall automatically be Paying Agent
for the Notes.
 Section 4.05 . Existence . Subject to Article 11, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence.

 33

 Section 4.06 . Rule 144A Information Requirement and Annual Reports .
(a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute
“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common
Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A.

 (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any annual
or quarterly reports (on Form 10-K or Form 10-Q or any respective successor form) that the Company is required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission, and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act (or any successor thereto), which grace period, for the avoidance of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25 filing indicating that the Company expects to file such report within the applicable Rule 12b-25 grace period). Any such document or report that the Company files with
the Commission via the Commission’s EDGAR system (or any successor system) shall be deemed to be filed with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system (or such successor), it
being understood that the Trustee shall not be responsible for determining whether such filings have been made.
 (c) Delivery of the
reports, information and documents described in subsection (b) above to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any
information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s
Certificate).
 (d) If, at any time during the six-month period beginning on, and including, the
date that is six months after the last date of original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as
applicable (other than current reports on Form 8-K and after giving effect to all applicable grace periods thereunder (including any grace period provided by Rule 12b-25
(or any successor rule), which grace period for the avoidance of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25 filing indicating that the Company
expects to file such report within the applicable Rule 12b-25 grace period), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders
that were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest
on the Notes. Such Additional Interest shall accrue on the Notes at the rate of 0.50% per annum of the principal amount of the Notes outstanding for each day during such period for which the Company’s failure to file has occurred and is
continuing or the Notes are not otherwise

 34

freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately
preceding) without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes. As used in this Section 4.06(d), documents or reports that the Company is required to “file” with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. For purposes of this Section 4.06(d), the phrase
“restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes” shall not include, for the avoidance of doubt, the assignment of a restricted CUSIP number or the existence of the Restrictive Notes Legend on
Notes in compliance with Section 2.05(c), in either case, during the six-month period described in this Section 4.06(d).

 (e) If, and for so long as, the Restrictive Notes Legend on the Notes specified in Section 2.05(c) has not been removed, the Notes are
assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months
immediately preceding (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the De-legending Deadline Date, the Company shall pay Additional Interest on the
Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding until the Restrictive Notes Legend on the Notes has been removed in accordance with Section 2.05(c), the Notes are assigned an unrestricted CUSIP number and
the Notes are freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding) without restrictions pursuant to
U.S. securities laws or the terms of this Indenture or the Notes; provided, however, that no Additional Interest shall accrue or be owed pursuant to this Section 4.06(e) until the fifteenth Business Day following written notification to
the Company by the Trustee (at the direction of any Holder) or any Holder or beneficial owner of the Notes requesting that the Company comply with its obligations described in this Section 4.06(e) (which notice may be given at any time after
the 330 th day after the last date of original issuance of the Notes), it being understood and agreed that in no event shall Additional Interest accrue or be owed pursuant to this
Section 4.06(e) for any period prior to the applicable De-Legending Deadline Date.
 (f)
Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes; provided that if Additional Interest begins to accrue pursuant to Section 4.06(d) on or
after the fifth Business Day prior to a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date, the Additional Interest that accrues during such period will be due on the Interest Payment Date next
succeeding such corresponding Interest Payment Date, and no interest shall accrue in respect of such delay.

 35

 (g) Subject to the immediately succeeding sentence, the Additional Interest that is payable
in accordance with Section 4.06(d) or Section 4.06(e) shall be in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant to Section 6.03. However, in no event
shall Additional Interest payable for the Company’s failure to comply with its obligations to timely file any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act,
as applicable (other than current reports on Form 8-K and after giving effect to all applicable grace periods thereunder), as set forth in Section 4.06(d), together with any Additional Interest that may
accrue at the Company’s election as a result of the Company’s failure to comply with its reporting obligations pursuant to Section 6.03, accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the
number of events or circumstances giving rise to the requirement to pay such Additional Interest.
 (h) If Additional Interest is payable by
the Company pursuant to Section 4.06(d) or Section 4.06(e), the Company shall deliver to the Trustee an Officer’s Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the
date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such Officer’s Certificate, the Trustee may conclusively assume without inquiry that no such
Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment.

 Section 4.07 . Stay, Extension and Usury Laws . The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal
of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.
 Section 4.08 . Compliance Certificate; Statements as to Defaults .
The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2026) an Officer’s Certificate stating whether the signers thereof have
knowledge of any Default or Event of Default that occurred during the previous year and, if so, specifying each such Default or Event of Default and the nature thereof.

 In addition, the Company shall deliver to the Trustee, within 30 days after the Company obtains knowledge of the occurrence of any Event of
Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof; provided that the Company is not
required to deliver such notice if such Event of Default or Default has been cured or is no longer continuing.

 36

 Section 4.09 . Further Instruments and Acts . Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

 ARTICLE 5
 L ISTS
 OF H OLDERS AND R EPORTS BY THE C OMPANY AND THE T RUSTEE

 Section 5.01 . Lists of Holders . The Company covenants and agrees that it will furnish or cause to be furnished to the
Trustee, semi-annually, not more than 15 days after each June 1 and December 1 in each year beginning with December 1, 2026, and at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of
any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of
the Holders as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished so long as
the Trustee is acting as Note Registrar.
 Section 5.02 . Preservation and Disclosure of Lists . The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity
as Note Registrar, if so acting. The Trustee may dispose of any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

 ARTICLE 6
 D EFAULTS
 AND R EMEDIES…

EX-4.2 · d105044dex42.htm

EX-4.2
 3
 d105044dex42.htm
 EX-4.2

 Exhibit 4.2

 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED 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) A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) OR (B) NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S, AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND

 (2) AGREES FOR THE BENEFIT OF SYNDAX PHARMACEUTICALS, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR
ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:
 (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, OR
 (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR
 (C) TO A PERSON IT REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE SECURITIES ACT, OR

 (D) OUTSIDE THE UNITED STATES, THROUGH OFFERS AND SALES THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR
 (E) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

 PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(E) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER FOR THE COMPANY TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
 HEDGING
TRANSACTIONS INVOLVING THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

 Syndax Pharmaceuticals, Inc.

 2.25% Convertible Senior Note due 2031

 No. A-1

 Initially $250,000,000

 CUSIP No. 87164F AA3 1

 Syndax Pharmaceuticals, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the
“ Company ,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum as set forth in the “Schedule of Exchanges of Notes” attached hereto, which amount, taken together with the principal amounts of all other outstanding Notes, shall not, unless permitted by the Indenture, exceed $250,000,000
in aggregate at any time, in accordance with the rules and applicable procedures of the Depositary, on June 15, 2031, and interest thereon as set forth below. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day
month.
 This Note shall bear interest at the rate of 2.25% per year from June 10, 2026, or from the most recent date to which
interest has been paid or provided for to, but excluding, the next scheduled Interest Payment Date until June 15, 2031. Interest is payable semi-annually in arrears on each June 15 and December 15, commencing on December 15,
2026, to Holders of record at the close of business on the preceding June 1 and December 1 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth in Section 4.06(d),
Section 4.06(e) and Section 6.03 of the within-mentioned Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or
would be payable pursuant to any of such Section 4.06(d), Section 4.06(e) or Section 6.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest
in those provisions thereof where such express mention is not made.
 Any Defaulted Amounts shall accrue interest per annum at the rate
borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the Company, at its election, in
accordance with Section 2.03(c) of the Indenture.
 The Company shall pay the principal of and interest on this Note, if and so long
as such Note is a Global Note, in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note. As provided in and subject to the provisions of the Indenture, the Company shall pay the
principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and Note Registrar in respect of the Notes and
its Corporate Trust Office as a place in the continental United States of America where Notes may be presented for payment or for registration of transfer and exchange.

 1
 This Note will be deemed to be identified by CUSIP No. 87164F AB1 from and after such time when (i) the
Company delivers, pursuant to Section 2.05(c) of the within-mentioned Indenture, written notice to the Trustee of the occurrence of the Resale Restriction Termination Date and the removal of the restrictive legend affixed to this Note and
(ii) this Note is identified by such CUSIP number in accordance with the applicable procedures of the Depositary.

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

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

 [ Remainder of page intentionally left blank ]

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

 SYNDAX PHARMACEUTICALS, INC.

 By:

 Name:

 Title:

 Dated:
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

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

 By:

 Authorized Signatory

 Syndax Pharmaceuticals, Inc.

 2.25% Convertible Senior Note due 2031

 This Note is one of a duly authorized issue of Notes of the Company, designated as its 2.25% Convertible Senior Notes due 2031 (the
“ Notes ”), initially limited to the aggregate principal amount of $250,000,000, all issued or to be issued under and pursuant to an Indenture dated as of June 10, 2026 (the “ Indenture ”), between the Company
and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized
terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture.
 In case certain
Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said
declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.

 Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change
Repurchase Price on the Fundamental Change Repurchase Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments
in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.

 The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the
Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures
modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on
behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences.
 Each
Holder shall have the right to receive payment or delivery, as the case may be, of (x) the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, (y) accrued and unpaid interest, if any,
on, and (z) the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock, as the case may be, herein prescribed.

 The Notes are issuable in registered form without coupons in denominations of $1,000
principal amount and integral multiples thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal
amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in connection therewith as
a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange.

 The Notes shall be redeemable at the Company’s option on a redemption date on or after June 20, 2029 in accordance with the terms
and subject to the conditions specified in the Indenture. No sinking fund is provided for the Notes.
 Upon the occurrence of a Fundamental
Change (other than an Exempted Fundamental Change), the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or
integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

 Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of
certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or an integral multiple thereof, into
cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture.

 ABBREVIATIONS

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

 UNIF GIFT MIN ACT = Uniform Gifts to Minors Act
 CUST =
Custodian
 TEN ENT = as tenants by the entireties 

 JT TEN = joint tenants with right of survivorship and not as tenants in common  

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

 SCHEDULE A

 SCHEDULE OF EXCHANGES OF NOTES

 Syndax Pharmaceuticals, Inc.

 2.25% Convertible Senior Notes due 2031

 The initial principal amount of this Global Note is TWO HUNDRED AND FIFTY MILLION DOLLARS ($250,000,000). The following increases or decreases
in this Global Note have been made:

 Date of exchange

 Amount of decrease in
principal amount of this
Global
Note

 Amount of increase in principal
amount of this Global
Note

 Principal amount of this Global
Note following such
decrease
or increase

 Signature of authorized
signatory of Trustee
or
Custodian

 ATTACHMENT 1

 [FORM OF NOTICE OF CONVERSION]
 To: U.S. Bank
Trust Company, National Association
 333 Commerce Street, Suite 900

 Nashville, Tennessee 37201
 Attn:
Wally Jones (Syndax Pharmaceuticals, Inc. Administrator)
 The undersigned registered owner of this Note hereby exercises the option to
convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the
terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a
Person other than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 14.02(d) and Section 14.02(e) of the Indenture. Any amount required to be paid to the
undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

 Dated:

 Signature(s)

 Signature Guarantee

 Signature(s) must be guaranteed

 by an eligible Guarantor Institution

 (banks, stock brokers, savings and

 loan associations and credit unions)

 with membership in an approved

 signature guarantee medallion program

 pursuant to Securities and Exchange

 Commission Rule 17Ad-15 if shares

 of Common Stock are to be issued, or

 Notes are to be delivered, other than

 to and in the name of the registered holder.

 Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:

 (Name)

 (Street Address)

 (City, State and Zip Code)

 Please print name and address

 Principal amount to be converted (if less than all): $______,000

 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

 Social Security or Other Taxpayer

 Identification Number

 2

 ATTACHMENT 2

 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE]

 To: U.S. Bank Trust Company, National Association

 333 Commerce Street, Suite 900

 Nashville, Tennessee 37201
 Attn:
Wally Jones (Syndax Pharmaceuticals, Inc. Administrator)
 The undersigned registered owner of this Note hereby acknowledges receipt of a
notice from Syndax Pharmaceuticals, Inc. (the “ Company ”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay
to the registered holder hereof in accordance with Section 15.02 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple
thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon
to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

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

 Dated:

 Signature(s)

 Social Security or Other Taxpayer

 Identification Number

 Principal amount to be repaid (if less than all): $______,000

 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

 ATTACHMENT 3

 [FORM OF ASSIGNMENT AND TRANSFER]
 For value
received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints
_____________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.
 In connection with
any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred:

 ☐ To Syndax Pharmaceuticals, Inc. or a subsidiary thereof; or

 ☐ Pursuant to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or

 ☐ To a person reasonably believed to be a qualified institutional buyer in compliance with Rule 144A under the Securities Act of 1933, as amended; or

 ☐ Outside the United States, through offers and sales that occur outside the United States within the meaning of Regulation S under the Securities
Act of 1933, as amended; or
 ☐ Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended (if available), or any other
available exemption from the registration requirements of the Securities Act of 1933, as amended.
 The foregoing assignment and transfer complies with
Section 2.05(f) of the Indenture (to the extent such Section is applicable).

 Dated: ________________________

 Signature(s)

 Signature Guarantee

 Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities
and Exchange Commission

 Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.

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

 ACCEPTED AND AGREED:

 SYNDAX PHARMACEUTICALS, INC.

 By:

 Name:

 Title: