Common use of Adjustment of Conversion Rate Clause in Contracts

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”), the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, then the Conversion Rate shall be adjusted based on the following formula: CR’ CR1 = CR0 x OS’ × OS1 OS0 where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the close Opening of business Business on the record date for such dividend or distribution, distribution or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ CR0 = the Conversion Rate in effect at Close of Business on the Trading Day immediately after the close of business on preceding the record date for such dividend or distribution, distribution or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be. Such adjustment shall become effective immediately prior to the close Opening of business Business on the record date for such dividend or distribution, distribution or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, case the Company may, from time shall issue to time and all or substantially all holders of Common Stock any rights or warrants (other than rights issued pursuant to the extent permitted by law, increase the Conversion Rate by any amount a shareholders’ rights plan) entitling them for a period of not more than 60 days from the issuance date for such distribution to subscribe for or purchase shares of Common Stock, at least 20 Business Days or any longer period as may be permitted or required by lawa price per share less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of such distribution, if then the Board of Directors has made a determination, which determination Conversion Rate shall be conclusive, that such increase would be in increased based on the best interests of following formula: CR1 = CR0 × OS0 + X OS0 + Y where CR1 = the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the Opening of Business on the record date on which for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR0 = the Conversion Rate will be calculated to in effect at the nearest 1/10,000th.Close of Business on the Trading Day immediately preceding the record date for such distribution; OS0 = the number of shares of Common Stock outstanding at the Close of Business on the Trading Day immediately preceding the record date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close open of business on the record date for Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the effective date Effective Date of such share split or share combination, as the case may beapplicable; CR’ ' = the Conversion Rate in effect immediately after the close open of business on such Ex-Dividend Date or Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date; and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date Effective Date for such share split or share combination, as the case may beapplicable. If any dividend or distribution of the type described in this Section 11.06(a14.04(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company mayissues to all or substantially all holders of the Common Stock any rights, from time to time and to the extent permitted by lawoptions or warrants entitling them, increase the Conversion Rate by any amount for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at least 20 Business Days or any longer a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board Trading Day immediately preceding the date of Directors has made a determinationannouncement of such issuance, which determination the Conversion Rate shall be conclusiveincreased based on the following formula: where, that such increase would be in CR0 = the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to issuance; CR' = the Conversion Rate will be calculated in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the nearest 1/10,000th.open of business on such Ex-Dividend Date;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the applicable Conversion Rate shall will be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the applicable Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR = the applicable Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close opening of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a5.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than sixty days from the record date for such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the declaration date for such distribution, which determination the Conversion Rate shall be conclusive, that such increase would be in increased based on the best interests of following formula: where CR0 = the Company. Such applicable Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made distribution; CR = the applicable Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the nearest cent or to open of business on the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.Ex-Dividend Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the applicable Conversion Rate shall will be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the applicable Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR = the applicable Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall will become effective immediately after the close opening of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a6.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would be in effect if such dividend, distribution, share split or share combination had not been declared or announced. (b) If the Company distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them for a period of not more than sixty days from the record date for such distribution to subscribe for or purchase shares of the Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the applicable Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; CR = the applicable Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution; X = the total number of shares of the Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of the Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date relating to such distribution of such rights, options or warrants. Such adjustment shall be successively made whenever any such rights, options or warrants are distributed and shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or Ex-Dividend Date for such distribution had not been declared. (b) In addition fixed. For purposes of this Section 6.04(b), in determining whether any rights, options or warrants entitle the Holders to subscribe for or purchase shares of the foregoing adjustments Common Stock at less than the average of the Last Reported Sale Prices of the Common Stock for each Trading Day in subsection (a) abovethe applicable ten consecutive Trading Day period, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the Company mayvalue of such consideration, from time if other than cash, to time and to be determined by the extent permitted by law, increase Board of Directors. In no event shall the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice decreased pursuant to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commencesthis Section 6.04(b). (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”), the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x × OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.the

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to timeadjustment, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall will be adjusted based on the following formula: CR’ = CR’= CR0 x ´ OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close open of business on the record date Ex Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close open of business on the record date Ex Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close opening of business on the record date Ex Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a11.05(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company mayshall distribute to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than twenty (20) calendar days after the record date of such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share less than the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period as may be permitted or required by lawending on the Trading Day immediately preceding the Ex Date for such distribution, if the Board of Directors has made a determination, which determination Conversion Rate shall be conclusive, that such increase would be in adjusted based on the best interests of following formula: CR’= CR0 ´ OS0 + X OS0 + Y where CR0 = the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR’ = the Conversion Rate will be calculated in effect immediately after the open of business on the Ex Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the nearest 1/10,000th.open of business on the Ex Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”), the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a10.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar Registrar, at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 10 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”), the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x × OS’ OS0 where, CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CROS’ = the Conversion Rate in effect number of shares of Common Stock outstanding immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; and OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a12.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a) 12.06 is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors of the Company determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors of the Company has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such HolderXxxxxx’s address as the same appears on in the registry books of the Security Registrar Register at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 12 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”), the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CROS’ = the Conversion Rate in effect number of shares of Common Stock outstanding immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; and OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a12.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a) 12.06 is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors of the Company determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors of the Company has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such HolderXxxxxx’s address as the same appears on in the registry books of the Security Registrar Register at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 12 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (as a result of holding the Notes and contemporaneously with holders of the Common Stock) in any of the transactions described in this Section 14.04 as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder, without having to convert their Notes. (a) If the Company issues solely shares of Common Stock as a dividend or distribution to all holders of the outstanding Common Stock on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the applicable Conversion Rate shall will be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a14.04(a) shall become effective immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may beapplicable. If any dividend or distribution of the type described in this Section 11.06(a14.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such split or combination, to the Conversion Rate that would then be in effect if such dividend or distribution or share split or share combination had not been declared or announced. (b) If the Company distributes to all or substantially all holders of its Common Stock any rights, options or warrants entitling them for a period of not more than 60 days from the declaration date of such distribution to subscribe for or purchase shares of the Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution, the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; CR’ = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution; X = the total number of shares of the Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of the Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date relating to such distribution of such rights, options or warrants. Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such distribution had not occurred. For purposes of this Section 14.04(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. (c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends or distributions (including share splits and combinations) as to which an adjustment was effected pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid in cash as to which an adjustment was effected pursuant to Section 14.04(d), and (iii) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of the Company, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; CR’ = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors) of the Distributed Property distributed with respect to each outstanding share of the Common Stock as of the open of business on the Ex-Dividend Date for such distribution. Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 14.04(c) where there has been a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, which Capital Stock or similar equity interest will be quoted or listed for trading on a U.S. national securities exchange after its distribution (a “Spin-Off”), the Conversion Rate in effect immediately before the close of business on the tenth Trading Day immediately following, and including, the Ex-Dividend Date for the Spin-Off will be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the tenth Trading Day immediately following, and including, the Ex-Dividend Date for the Spin-Off; CR’ = the Conversion Rate in effect immediately after the close of business on the tenth Trading Day immediately following, and including, the Ex-Dividend Date for the Spin-Off; FMV = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock over the first 10 consecutive Trading Day period immediately following, and including, the Ex-Dividend Date for the Spin-Off; and MP0 = the average of the Last Reported Sale Prices of the Common Stock over the first 10 consecutive Trading Day period immediately following and including the Ex-Dividend Date for the Spin-Off. The adjustment to the Conversion Rate under the preceding paragraph shall become effective immediately after the close of business on the tenth Trading Day immediately following, and including, the Ex-Dividend Date for the Spin-Off; provided that, for purposes of determining the Conversion Rate, in respect of any conversion during the 10 Trading Days immediately following, and including, the Ex-Dividend Date for any Spin-Off, references in the portion of this Section 14.04(c) related to Spin-Offs to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and the relevant Conversion Date. If any dividend or distribution that constitutes a Spin-Off pursuant to this Section 14.04(c) is declared but not so paid or made, the Conversion Rate shall be immediately decreased, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be have been in effect if such dividend or distribution had not been declared. declared or announced. For purposes of this Section 14.04(c) (b) In addition and subject in all respect to the foregoing adjustments in subsection (a) aboveSection 14.11), rights, options or warrants distributed by the Company may, from time to time and all holders of its Common Stock entitling them to the extent permitted by law, increase the Conversion Rate by any amount subscribe for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests purchase shares of the Company. Such Conversion Rate increase ’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be irrevocable during such period. The Company shall give notice deemed not to the Trustee have been distributed for purposes of this Section 14.04(c) (and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments no adjustment to the Conversion Rate will be calculated to the nearest 1/10,000th.under this

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company will not make any adjustment to the Conversion Rate if Holders of Notes participate, as a result of holding the Notes, in any of the transactions described under Section 4.04(a) (but only with respect to stock dividends or distributions), Section 4.04(b), Section 4.04(c), and Section 4.04(d), at the same time as holders of the Common Stock participate, without having to convert their Notes, as if such Holders held a number of shares of Common Stock equal to the Conversion Rate in effect for each $1,000 principal amount of such Notes immediately prior to the Ex-Dividend Date for such event. (a) If the Company Company, at any time or from time to time while any of the Notes are outstanding, exclusively issues shares of its Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, then the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the The Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date Ex-Dividend Date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable; CR1 = The Conversion Rate in effect immediately after the case may beopen of business on such Ex-Dividend Date or such effective date; OS0 = The number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or such effective date; and OS’ OS1 = the The number of shares of Common Stock outstanding immediately after giving effect to such dividend or dividend, distribution, or such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the Ex-Dividend Date for such dividend or distribution or the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a4.04(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Company’s Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that which would then be in effect if such dividend or distribution had not been declared. (b) In addition to If the foregoing adjustments in subsection (a) aboveCompany, the Company may, at any time or from time to time and while any of the Notes are outstanding, issues to all or substantially all holders of the extent permitted by law, increase the Conversion Rate by Common Stock any amount rights or warrants entitling them for a period of not more than 45 calendar days after date of such issuance to subscribe for or purchase shares of the Common Stock at least 20 Business Days or any longer a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period as may be permitted or required by lawending on the Trading Day immediately preceding the Ex-Dividend Date for such issuance, if the Board of Directors has made a determination, which determination Conversion Rate shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears adjusted based on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. following formula (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to provided that the Conversion Rate will be calculated readjusted to the nearest 1/10,000th.extent that such rights or warrants are not exercised prior to their expiration to the Conversion Rate that would be in effect had the adjustment been made on the basis of delivery of only the number of shares of Common Stock actually delivered): where CR0 = The Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; CR1 = The Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = The number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;

Adjustment of Conversion Rate. The Conversion Rate shall be subject adjusted as described below, except that the Company will not make any adjustment to adjustment from the Conversion Rate if Holders participate (other than in the case of a share split or share combination), solely as a result of holding the Notes, and at the same time to time, without duplication, and upon the occurrence same terms as holders of Common Stock participate, in any of the following events:transactions described below without having to convert their Notes, as if such Holders had held a number of shares of Common Stock equal to the applicable Conversion Rate in effect immediately prior to the adjustment thereof in respect of such transaction, multiplied by the principal amount (expressed in thousands) of Notes held by such Holders. (a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a share split or share combination (including in each case, excluding a “reverse split”distribution solely pursuant to a Common Stock Change Event, as to which Section 5.05 will apply), the Conversion Rate shall will be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close Close of business Business on the record date Record Date for such dividend or distribution, or immediately prior to open the Open of business Business on the effective date of such share split or share combination, as the case may be; CR’ CR1 = the Conversion Rate in effect immediately after the close Close of business Business on the record date for such dividend or distribution, Record Date or immediately after the open Open of business Business on the such effective date of such share split or share combinationdate, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close Close of business Business on the record date for such dividend or distribution, Record Date or immediately prior to the open Open of business Business on the such effective date of such share split or share combinationdate, as the case may be; and OS’ OS1 = the number of the shares of Common Stock that will be outstanding immediately after giving effect to such dividend or distribution, distribution or such share split or share combination, as the case may be. Any adjustment made to the Conversion Rate under this Section 11.06(a5.04(a) shall become effective immediately after the close Close of business Business on the record date Record Date for such dividend or distribution, distribution or immediately after the open Open of business Business on the effective date for of such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a5.04(a) is declared but is not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to . For the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period avoidance of at least 20 Business Days or any longer period as may be permitted or required by lawdoubt, if the Board application of Directors has made the foregoing formula would result in a determination, which determination shall be conclusive, that such increase would be decrease in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a shareRate, as the case may be. Adjustments no adjustment to the Conversion Rate will be calculated made (other than (i) as a result of a share combination or (ii) with respect to the nearest 1/10,000thCompany’s right to readjust the Conversion Rate). (b) If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 days after the Record Date for such distribution to subscribe for or purchase shares of Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution (other than rights issued or otherwise distributed pursuant to a preferred stock rights plan, as to which Section 5.04(c) and Section 5.04(g) will apply), the Conversion Rate will be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Close of Business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on such Record Date;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company Parent issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company Parent effects a share split or share combination (including a “reverse split”), the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date Record Date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; CR’ = the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution; SP0 = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and C = the amount in cash per share the Company distributes to all or substantially all holders of the Common Stock. Any increase pursuant to this Section 11.06(b) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Record Date for such cash dividend or distribution. (c) In addition to the foregoing adjustments in subsection (a) above, the Company Issuers may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the CompanyIssuers. Such Conversion Rate increase shall be irrevocable during such period. The Company Issuers shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. (cd) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following eventsevents occurs: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a share split subdivides or share combination (including a “reverse split”)combines the Common Stock, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be; CR’ CR = the Conversion Rate in effect immediately after the close of business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be; and OS’ OS = the number of shares of Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be. Any adjustment made under this Section 11.06(a14.04(a) shall become effective immediately after the close of business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date Effective Date for such share split subdivision or share combinationcombination of the Common Stock, as the case may be. If any such dividend or distribution of the type described in this Section 11.06(a14.04(a) is declared but not so paid or made, then or the Common Stock is not so subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distributiondistribution or so subdivide or combine the Common Stock, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been declared. (b) In addition If a Record Date occurs for a distribution to all or substantially all holders of the foregoing adjustments in subsection (a) aboveCommon Stock of any rights, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than 45 calendar days from the announcement date for such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share that is less than the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the announcement date for such distribution, which determination the Conversion Rate shall be conclusiveincreased based on the following formula: where, that such increase would be in CR0 = the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date close of business on which the Record Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR = the Conversion Rate will be calculated in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the nearest 1/10,000th.close of business on the Record Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following eventsevents occurs, except that the Company will not make any adjustment if Holders of Securities may participate (other than in the case of a (A) share split or share combination or (B) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Securities, in the transactions described in this Section 5.06 without having to convert their Securities, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holder: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, which dividend or distribution consists exclusively of shares of Common Stock, or if subdivides or combines the Company effects a share split or share combination (including a “reverse split”)outstanding Common Stock, the Conversion Rate shall will be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close Opening of business Business on the record date for Ex Date of such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may beapplicable; CR’ CR1 = the Conversion Rate in effect immediately after the close Opening of business Business on the record date for such dividend Ex Date or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may bedate; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend Ex Date or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may bedate; and OS’ OS1 = the number of shares of Common Stock outstanding immediately after the Opening of Business on such dividend Ex Date or effective date after giving effect to such dividend, distribution, or such share split subdivision or share combination, as the case may be. Any adjustment made under pursuant to this Section 11.06(a5.06(a) shall become effective immediately after the close Opening of business Business on the record date Ex Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split subdivision or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a5.06(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors of the Company determines not to pay such dividend or distribution, or to effect such subdivision or combination to the Conversion Rate that would then be in effect if such dividend dividend, distribution, or distribution subdivision or combination had not been declareddeclared or announced. (b) In addition If the Company issues to all or substantially all holders of the Common Stock rights, warrants or options (other than pursuant to the foregoing adjustments in subsection (aCompany’s preferred stock rights plan or any successor plan thereto) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount entitling such holders for a period of not more than 45 calendar days after the announcement of such issuance to subscribe for or purchase shares of Common Stock, at least 20 Business a price per share or a Conversion Price per share less than the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Days or any longer period as may be permitted or required by law, if immediately preceding the Board of Directors has made a determination, which determination shall be conclusive, date that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a sharedistribution was first publicly announced, as the case may be. Adjustments to the Conversion Rate will be calculated adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the nearest 1/10,000th.Opening of Business on the Ex Date for such issuance; CR1 = the Conversion Rate in effect immediately after the Opening of Business on such Ex Date for such issuance; OS0 = the number of shares of Common Stock outstanding immediately prior to the Opening of Business on the Ex Date;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close Open of business Business on the record date Ex Date for such dividend or distribution, or immediately prior to open the Open of business Business on the effective date of such share split or share combination, as the case may be; CR’ CR1 = the Conversion Rate in effect immediately after the close Open of business Business on the record date Ex Date for such dividend or distribution, or immediately after the open Open of business Business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close Open of business Business on the record date Ex Date for such dividend or distribution, or immediately prior to the open Open of business Business on the effective date of such share split or share combination, as the case may be; and OS’ OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a10.06(a) shall become effective immediately after the close Open of business Business on the record date Ex Date for such dividend or distribution, or immediately after the open Open of business Business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of the Common Stock any rights, from time options or warrants entitling them, for a period expiring not more than sixty (60) days immediately following the record date of such distribution, to time and to purchase or subscribe for shares of Common Stock, at a price per share less than the extent permitted by lawaverage of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution, increase the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of such distribution. Any increase made under this Section 10.06(b) shall be made successively whenever any amount such rights, options or warrants are distributed and shall become effective immediately after the Open of Business on the Ex Date for a period such distribution. To the extent that shares of at least 20 Business Days Common Stock are not delivered after expiration of such rights, options or any longer period warrants, the Conversion Rate shall be readjusted, effective as may of the date of such expiration, to the Conversion Rate that would then be permitted in effect had the increase with respect to the distribution of such rights, options or required by lawwarrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, if options or warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the Board of Directors has made a determinationdetermines not to make such distribution, which determination to the Conversion Rate that would then be in effect if such record date for such distribution had not occurred. In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such average of the Closing Sale Prices for the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be conclusivetaken into account any consideration received by the Company for such rights, that options or warrants and any amount payable on exercise or conversion thereof, the value of such increase would consideration, if other than cash, to be determined by the Board of Directors. Except in the best interests case of a readjustment of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice pursuant to the Trustee and cause notice of such increase immediately preceding paragraph, the Conversion Rate shall not be decreased pursuant to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commencesthis Section 10.06(b). (c) All calculations under If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other of its assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of Common Stock, but excluding (i) dividends or distributions as to which an adjustment was effected pursuant to Section 10.06(a) or Section 10.06(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 10.06(d), and (iii) Spin-Offs to which the provisions set forth in the latter portion of this Article 11 Section 10.06(c) shall apply (any of such shares of Capital Stock, indebtedness or other assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, the “Distributed Property”), then, in each such case the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Ex Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors) of the Distributed Property distributable with respect to each outstanding share of Common Stock as of the Close of Business on the Ex Date for such distribution. If the Board of Directors determines “FMV” for purposes of this Section 10.06(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Ex Date for such distribution. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, provision shall be made for each Holder of a Security to receive, for each $1,000 principal amount of Securities it holds, at the same time and upon the same terms as the holders of the Common Stock, the amount and kind of Distributed Property that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the nearest cent Conversion Rate in effect on the record date for such distribution. Any increase made under the portion of this Section 10.06(c) above shall become effective immediately after the Open of Business on the Ex Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make such distribution, to the nearest 1/10,000th Conversion Rate that would then be in effect if such dividend or distribution had not been declared. With respect to an adjustment pursuant to this Section 10.06(c) where there has been a payment of a sharedividend or other distribution on the Common Stock of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company, where such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the transaction) on a United States national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Close of Business on the last Trading Day of the Valuation Period (as defined below); CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Valuation Period; FMV0 = the average of the Closing Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock over the ten (10) consecutive Trading Days immediately following, and including, the Ex Date for a Spin-Off (the “Valuation Period”); and MP0 = the average of the Closing Sale Prices of the Common Stock over the Valuation Period. The increase to the Conversion Rate under the preceding paragraph shall be given effect immediately after the Close of Business on the last Trading Day of the Valuation Period; provided that, for purposes of determining the Conversion Rate, in respect of any conversion during the Valuation Period, the reference within the portion of this Section 10.06(c) related to Spin-Offs to ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of consecutive Trading Days as have elapsed between the Ex Date for such Spin-Off and the relevant Conversion Date, except that if such Conversion Date occurs on or after the Ex Date for the Spin-Off and on or prior to the record date for the Spin-Off and the converting Holder would be treated as the record holder of shares of the Common Stock as of the related Conversion Date as described under Section 10.02(b) based on an adjusted Conversion Rate for such Ex Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment for such Ex Date will not be made for such converting Holder and such Holder shall be treated as if such Holder were the record owner of the shares of the Common Stock on an un-adjusted basis and participate in the Spin-Off. Subject in all respects to Section 10.14, rights, options or warrants distributed by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 10.06(c) (and no adjustment to the Conversion Rate under this Section 10.06(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 10.06(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 10.06(c) was made, (i) in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be. Adjustments , as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (ii) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate will shall be calculated readjusted as if such rights, options or warrants had not been issued. Except in the case of a readjustment of the Conversion Rate pursuant to the nearest 1/10,000thlast sentence of either the fourth or seventh paragraph of this Section 10.06(c), the Conversion Rate shall not be decreased pursuant to this Section 10.06(c). (d) If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date for such dividend or distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such dividend or distribution; SP0 = the last reported Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Ex Date for such dividend or distribution; and

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, then the Conversion Rate shall be adjusted based on the following formula: CR’ CR1 = CR0 x OS’ × OS1 OS0 where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the close Open of business Business on the record date for such dividend or distribution, distribution or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ CR0 = the Conversion Rate in effect at Close of Business on the Trading Day immediately after the close of business on preceding the record date for such dividend or distribution, distribution or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be. Such adjustment shall become effective immediately prior to the close Open of business Business on the record date for such dividend or distribution, distribution or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared. (b) In case the Company shall issue to all or substantially all holders of Common Stock any rights or warrants (other than rights issued pursuant to a shareholders’ rights plan) entitling them for a period of not more than 60 days from the issuance date for such distribution to subscribe for or purchase shares of Common Stock, at a price per share less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of such distribution, then the Conversion Rate shall be increased based on the following formula: CR1 = CR0 × OS0 + X OS0 + Y where CR1 = the Conversion Rate in effect immediately prior to the Open of Business on the record date for such distribution; CR0 = the Conversion Rate in effect at the Close of Business on the Trading Day immediately preceding the record date for such distribution; OS0 = the number of shares of Common Stock outstanding at the Close of Business on the Trading Day immediately preceding the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants, divided by the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the record date for such distribution. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately prior to the Open of Business on the record date for such distribution. If such rights or warrants are not issued or to the extent they are not so exercised prior to their expiration, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such record date for such distribution had not been fixed. In determining whether any rights or warrants entitle the holder thereof to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of such distribution, and in determining the aggregate offering price of such Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, where the value of such consideration, if other than cash, shall be determined by the Board of Directors. (c) (%3) In case the Company shall distribute shares of Capital Stock, evidences of indebtedness or other assets or property to all or substantially all holders of Common Stock (excluding dividends and distributions covered by Section 10.04(a), Section 10.04(b), Section 10.04(d), and distributions described below in Section 10.04(c)(ii) with respect to Spin-Offs (as defined below)) (any of such shares of Capital Stock, evidences of indebtedness or other asset or property hereinafter in this Section 10.04(c) called the “Distributed Property”), then, in each such case the Conversion Rate shall be increased based on the following formula: CR1 = CR0 × SP0 XX0 – FMV where CR1 = the Conversion Rate in effect immediately prior to the Open of Business on the record date for such distribution; CR0 = the Conversion Rate in effect at the Close of Business on the Trading Day immediately preceding the record date for such distribution; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the record date for such distribution; and FMV = the fair market value (as determined by the Board of Directors or a committee thereof) of the Distributed Property distributed with respect to each outstanding share of Common Stock as of the Open of Business on the record date for such distribution. Such adjustment shall become effective immediately prior to the Open of Business on the record date for shareholders entitled to receive such distribution; provided that (1) if the then fair market value (as so determined) of the portion of the Distributed Property so distributed applicable to one share of Common Stock is equal to or greater than SP0 as set forth above or (2) if SP0 exceeds the fair market value of the Distributed Property by less than $0.01, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive, for each $1,000 principal amount of Notes upon conversion, the amount of Distributed Property such Holder would have received had such Holder converted such Notes immediately prior to the record date for determining the shareholders of the Company entitled to receive the Distributed Property. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above. If such dividend or distribution consists of rights or warrants, the Company may, from time to time and Conversion Rate shall be readjusted to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days that such rights or any longer period as may be permitted or required by law, if warrants are not exercised prior to their expiration. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.04(c)(i) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in determining SP0 above. (i) With respect to an adjustment pursuant to this Section 10.04(c) where there has made been a determinationpayment of a dividend or other distribution on the Common Stock in shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company that are listed on a national or regional securities exchange (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + MP0 MP0 where CR1 = the Conversion Rate in effect immediately prior to the Open of Business on the record date for the Spin-Off; CR0 = the Conversion Rate in effect at the Close of Business, on the Trading Day immediately preceding the record date for the Spin‑Off; FMV = the average of the Last Reported Sale Prices of the Capital Stock or other similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period immediately following, and including, the third Trading Day after the record date for such Spin-Off (such period, the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of Common Stock over the Valuation Period. Such adjustment shall occur immediately after the Open of Business on the day after the last day of the Valuation Period but will be given effect as of the Open of Business on the record date for the Spin-Off; provided that in respect of any conversion within the ten Trading Days following any Spin-Off, references within this Section 10.04(c)(ii) to ten Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between such Spin-Off and the Conversion Date in determining the applicable Conversion Rate. Because the Company will make the adjustment to the Conversion Rate at the end of the Valuation Period with retroactive effect, the Company will delay the settlement of any Notes where the Conversion Date occurs during the Valuation Period. In such event, the Company will deliver shares of Common Stock and any cash in lieu thereof (based on the adjusted Conversion Rate) on the third Business Day following the last day of the Valuation Period. Rights or warrants distributed by the Company to all holders of Common Stock, entitling the holders thereof to subscribe for or purchase Capital Stock (either initially or under certain circumstances), which determination rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be conclusive, that such increase would deemed not to have been distributed for purposes of this Section 10.04(c) (and no adjustment to the Conversion Rate under this Section 10.04(c) will be in required) until the best interests occurrence of the Company. Such earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate increase shall be irrevocable during made under this Section 10.04(c). If any such period. The Company shall give notice to the Trustee and cause notice of right or warrant, including any such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days existing rights or warrants distributed prior to the date on of this Supplemental Indenture, are subject to events, upon the occurrence of which such increase commences. rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (cand a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) All calculations of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Article 11 Section 10.04 was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be made readjusted upon such final redemption or repurchase to the nearest cent give effect to such distribution or to the nearest 1/10,000th of a shareTrigger Event, as the case may be. Adjustments , as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate will shall be calculated readjusted as if such rights and warrants had not been issued. For purposes of this Section 10.04(c) and Section 10.04(a) and Section 10.04(b), any dividend or distribution to which this Section 10.04(c) is applicable that also includes a dividend or distribution of Common Stock to which Section 10.04(a) applies or a dividend or distribution of rights or warrants to subscribe for or purchase Common Stock to which Section 10.04(a) or Section 10.04(b) applies (or both), shall be deemed instead to be (1) a dividend or distribution of the nearest 1/10,000thevidences of indebtedness, assets or shares of Capital Stock other than such Common Stock or rights or warrants to which this Section 10.04(c) applies, and any Conversion Rate adjustment required by this Section 10.04(c) with respect to such dividend or distribution shall then be made, immediately followed by (2) a dividend or distribution of such Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by Section 10.04(a) and Section 10.04(b) with respect to such dividend or distribution shall then be made), except (A) the record date of such dividend or distribution shall be substituted as “the record date” and “the date fixed for such determination” within the meaning of Section 10.04(a) and Section 10.04(b) and (B) any Common Stock included in such dividend or distribution shall not be deemed outstanding “at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination” within the meaning of Section 10.04(a) or “at Close of Business on the Trading Day immediately preceding the record for such distribution” within the meaning of Section 10.04(b).

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company will not make any adjustment if holders of Securities may participate, as a result of holding the Securities, in the transactions described without having to convert their Securities. (a) If the Company Company, at any time or from time to time while any of the Securities are outstanding, issues shares of its Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split subdivides or share combination (including a “reverse split”)combines its Common Stock, then the Conversion Rate shall will be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close Ex Date of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split subdivision or share combination, as the case may beapplicable; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may beevent; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend Ex Date or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may bedate; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend Ex Date or distribution, or such share split or share combination, as the case may beeffective date. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close opening of business on the day following the record date for such dividend or distribution, or immediately after the open of business on the effective date fixed for determination for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a6.04(a) is declared but not so paid or made, then the Conversion Rate shall again be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, adjusted to the Conversion Rate that which would then be in effect if such dividend or distribution had not been declared. (b) In addition to If the foregoing adjustments in subsection (a) aboveCompany, the Company may, at any time or from time to time and while any of the Securities are outstanding, issues to the extent permitted by law, increase the Conversion Rate by all or substantially all holders of its outstanding shares of Common Stock any amount rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) at least 20 a price per share (or having a conversion, exchange or exercise price per share) less than the average of the Last Reported Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on the Business Days Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the Ex Date for such issuance; CR’ = the Conversion Rate in effect immediately after the Ex Date for such issuance; OS0 = the number of shares of Common Stock outstanding immediately after the Ex Date for such issuance; X = the total number of shares of Common Stock issuable pursuant to such rights; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rights. To the extent that shares of Common Stock (or securities convertible into or exchangeable or exercisable for shares of Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable or exercisable for shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if the date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any longer rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than the average of the Last Reported Sale Prices of Common Stock for the 10 consecutive Trading Day period as may ending on the Business Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be permitted taken into account any consideration received for such rights or required by lawwarrants and the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such For the purposes of this Section 6.04(b), rights or warrants distributed by the Company to all holders of its Common Stock entitling them to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 6.04(b), (and no adjustment to the Conversion Rate increase under this Section 6.04(b) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be irrevocable during such period. The Company shall give notice deemed to have been distributed and an appropriate adjustment (if any is required) to the Trustee and cause notice of Conversion Rate shall be made under this Section 6.04(b). If any such increase to be mailed to each Holder of Notes at right or warrant, including any such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days existing rights or warrants distributed prior to the date on of this Indenture, are subject to events, upon the occurrence of which such increase commences. rights or warrants become exercisable to purchase different securities, evidences of Indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (cand a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) All calculations of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Article 11 Section 6.04(b) was made, (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any Holders thereof, the Conversion Rate shall be made readjusted upon such final repurchase to the nearest cent give effect to such distribution or to the nearest 1/10,000th of a shareTrigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all applicable holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. (c) If the Company, at any time or from time to time while the Securities are outstanding, distributes shares of any class of Capital Stock of the Company, evidences of its Indebtedness or other assets or property of the Company to all or substantially all holders of its Common Stock, excluding: (i) dividends or distributions referred to in Section 6.04(a); (ii) rights or warrants referred to in Section 6.04(b); and (iii) dividends or distributions referred to in Section 6.04(d); then the conversion rate will be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the Ex Date for such distribution; CR’ = the Conversion Rate in effect immediately after the Ex Date for such distribution; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex Date for such distribution; and FMV = the Fair Market Value (as determined by the Board of Directors of the Company) of the shares of Capital Stock, evidences of Indebtedness, assets or property distributed with respect to each outstanding share of the Common Stock on the Ex Date for such distribution. Adjustments Such adjustment shall become effective immediately prior to the opening of business on the day following the record date for such distribution. If the Board of Directors of the Company determines the Fair Market Value of any distribution for purposes of this Section 6.04(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the average of the Last Reported Sale Prices of the Common Stock. With respect to an adjustment pursuant to this Section 6.04(c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a “Spin-Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the effective date of such Spin-Off shall be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the effective date of the adjustment; CR’ = the Conversion Rate in effect immediately after the effective date of the adjustment; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off; and MP0 = the average of the Last Reported Sale Prices of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off. The adjustment to the Conversion Rate under the preceding paragraph will occur on the tenth Trading Day from, and including, the effective date of the Spin-Off. (d) If any cash dividend or other distribution is made to all or substantially all holders of Common Stock, the Conversion Rate shall be calculated adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the nearest 1/10,000th.Ex Date for such distribution; CR’ = the Conversion Rate in effect immediately after the Ex Date for such distribution; SP0 = the Last Reported Sale Price of a share of Common Stock on the Trading Day immediately preceding the Ex Date for such distribution; and

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, then the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the close Opening of business Business on the record date for such dividend or distribution, distribution or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ CR0 = the Conversion Rate in effect at Close of Business on the Trading Day immediately after the close of business on preceding the record date for such dividend or distribution, distribution or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be. Such adjustment shall become effective immediately prior to the close Opening of business Business on the record date for such dividend or distribution, distribution or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, case the Company may, from time shall issue to time and all or substantially all holders of Common Stock any rights or warrants (other than rights issued pursuant to the extent permitted by law, increase the Conversion Rate by any amount a shareholders’ rights plan) entitling them for a period of not more than 60 days from the issuance date for such distribution to subscribe for or purchase shares of Common Stock, at least 20 a price per share less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of such distribution, then the Conversion Rate shall be increased based on the following formula: where CR1 = the Conversion Rate in effect immediately prior to the Opening of Business Days on the record date for such distribution; CR0 = the Conversion Rate in effect at the Close of Business on the Trading Day immediately preceding the record date for such distribution; OS0 = the number of shares of Common Stock outstanding at the Close of Business on the Trading Day immediately preceding the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants, divided by the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the record date for such distribution. Such adjustment shall be successively made whenever any longer period as may such rights or warrants are issued and shall become effective immediately prior to the Opening of Business on the record date for such distribution. If such rights or warrants are not issued or to the extent they are not so exercised prior to their expiration, the Conversion Rate shall again be permitted adjusted to be the Conversion Rate that would then be in effect if such record date for such distribution had not been fixed. In determining whether any rights or required warrants entitle the holder thereof to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of such distribution, and in determining the aggregate offering price of such Common Stock, there shall be taken into account any consideration received by lawthe Company for such rights or warrants and any amount payable on exercise or conversion thereof, where the value of such consideration, if other than cash, shall be determined by the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commencesDirectors. (ci) All calculations under this Article 11 In case the Company shall be made distribute shares of Capital Stock, evidences of indebtedness or other assets or property to the nearest cent all or to the nearest 1/10,000th substantially all holders of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.Common Stock (excluding dividends and distributions covered by Section 10.04(a),

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company will not make any adjustment to the Conversion Rate if Holders of Securities participate, as a result of holding the Securities, in any of the transactions described in this Section 4.05, at the same time as holders of the Common Stock participate, without having to convert their Securities as if such Holders held, for each $1,000 principal amount of Securities, a number of shares of Common Stock equal to the Conversion Rate in effect at the time any such adjustment would otherwise be required. (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the applicable Conversion Rate shall will be adjusted based on the following formula: CR’ CR = CR0 x OS’ X OS OS0 where, CR0 = the applicable Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR = the applicable Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close opening of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a4.05(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than 60 calendar days from the record date for such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the declaration date for such distribution, which determination the Conversion Rate shall be conclusiveincreased based on the following formula: CR = CR0 X OS0 + X OS0 + Y where, that such increase would be in CR0 = the best interests of the Company. Such applicable Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made distribution; CR = the applicable Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the nearest cent or to open of business on the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.Ex-Dividend Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company will not make any adjustment to the Conversion Rate if Holders of Securities participate, as a result of holding the Securities, in any of the transactions described in this Section 4.05, at the same time as holders of the Common Stock participate, without having to convert their Securities as if such Holders held, for each $1,000 principal amount of Securities, a number of shares of Common Stock equal to the Conversion Rate in effect at the time any such adjustment would otherwise be required. (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the applicable Conversion Rate shall will be adjusted based on the following formula: CR’ CR = CR0 x OS’ OS OS0 where, where CR0 = the applicable Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR = the applicable Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close opening of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a4.05(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than sixty days from the record date for such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the declaration date for such distribution, which determination the Conversion Rate shall be conclusive, that such increase would be in increased based on the best interests of following formula: CR = CR0 x OS0 + X OS0 + Y where CR0 = the Company. Such applicable Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made distribution; CR = the applicable Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the nearest cent or to open of business on the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.Ex-Dividend Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company will not make any adjustment to the Conversion Rate if Holders of Securities participate, as a result of holding the Securities, in any of the transactions described in this Section 4.05, at the same time as holders of the Common Stock participate, without having to convert their Securities as if such Holders held, for each $1,000 principal amount of Securities, a number of shares of Common Stock equal to the Conversion Rate in effect at the time any such adjustment would otherwise be required. (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the applicable Conversion Rate shall will be adjusted based on the following formula: CR’ CR = CR0 x OS’ OS OS0 where, where CR0 = the applicable Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR = the applicable Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close opening of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a4.05(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than 60 calendar days from the record date for such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the declaration date for such distribution, which determination the Conversion Rate shall be conclusive, that such increase would be in increased based on the best interests of following formula: CR = CR0 x OS0 + X OS0 + Y where CR0 = the Company. Such applicable Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made distribution; CR = the applicable Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the nearest cent or to open of business on the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.Ex-Dividend Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company will not make any adjustment to the Conversion Rate if Holders of Securities participate, as a result of holding the Securities, in any of the transactions described in this Section 4.05, at the same time as holders of the Common Stock participate, without having to convert their Securities as if such Holders held, for each $1,000 principal amount of Securities, a number of shares of Common Stock equal to the Conversion Rate in effect at the time any such adjustment would otherwise be required. (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the applicable Conversion Rate shall will be adjusted based on the following formula: CR’ CR = CR0 x OS’ Í OS OS0 where, CR0 = the applicable Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR = the applicable Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close opening of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a4.05(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than 60 calendar days from the record date for such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the declaration date for such distribution, which determination the Conversion Rate shall be conclusiveincreased based on the following formula: CR = CR0 Í OS0 + X OS0 + Y where, that such increase would be in CR0 = the best interests of the Company. Such applicable Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made distribution; CR = the applicable Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the nearest cent or to open of business on the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.Ex-Dividend Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close open of business on the record date Ex Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ ' = the Conversion Rate in effect immediately after the close open of business on the record date Ex Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ ' = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a10.06(a) shall become effective immediately after the close open of business on the record date Ex Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.06(a) is declared but not so paid or made, then or any share split or combination of the type described in this Section 10.06(a) is announced but the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of the Common Stock any rights, from time options or warrants entitling them, for a period expiring not more than sixty (60) days immediately following the record date of such distribution, to time and to purchase or subscribe for shares of Common Stock, at a price per share less than the extent permitted by lawaverage of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Ex Date for such distribution, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in increased based on the best interests of following formula: where CR0 = the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR' = the Conversion Rate will be calculated in effect immediately after the open of business on the Ex Date for such distribution; OS0 = the number of shares of Common Stock that are outstanding immediately prior to the nearest 1/10,000th.open of business on the Ex Date for such distribution;

Adjustment of Conversion Rate. The Base Conversion Rate shall be subject to adjustment adjusted (and Incremental Share Factor shall be adjusted in the same manner) from time to time, without duplication, upon time by the occurrence of Company if any of the following eventsevents occur, except that the Company will not make any adjustment if Holders of Securities may participate, as a result of holding the Securities, in the transactions described without having to convert their Securities: (a) If the Company Company, at any time or from time to time while any of the Securities are outstanding, issues shares of its Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)in respect of the Common Stock, then the Base Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the Base Conversion Rate in effect immediately prior to the close Ex Date of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split subdivision or share combination, as the case may beapplicable; CR’ = the Base Conversion Rate in effect immediately on and after the close of business on the record date for such dividend Ex Date or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may beEffective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend Ex Date or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may beEffective Date; and OS’ = the number of shares of Common Stock outstanding immediately on and after such the Ex Date or Effective Date after giving effect to the dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a5.07(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Base Conversion Rate shall again be adjusted to the Base Conversion Rate which would then be in effect if such dividend, distribution, subdivision or combination had not been declared. (b) If the Company, at any time or from time to time while any of the Securities are outstanding, issues to all holders of its outstanding shares of Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Sale Prices for the five consecutive Trading-Day period ending on the Business Day immediately preceding the date of announcement of such issuance, the Base Conversion Rate shall be adjusted based on the following formula: where CR0 = the Base Conversion Rate in effect immediately readjusted, effective as prior to the Ex Date for such issuance; CR’ = the Base Conversion Rate in effect on and after the Ex Date for such issuance; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex Date for such issuance; X = the total number of shares of Common Stock issuable pursuant to such rights or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the average of the Closing Sale Prices per share for the five consecutive Trading-Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rights or warrants. To the extent that shares of Common Stock are not delivered pursuant to such rights or warrants prior to or upon the expiration or termination of such rights or warrants, the Base Conversion Rate shall be readjusted to the Base Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In the event that such rights or warrants are not so issued, the Base Conversion Rate shall again be adjusted to be the Base Conversion Rate which would then be in effect if the announcement with respect to such rights, warrants or convertible securities had not been made. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than the average of the Closing Sale Prices for the five consecutive Trading-Day period ending on the Business Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than Cash, to be determined in good faith by the Board of Directors determines not Directors. (c) If the Company shall, by dividend or otherwise, distribute to pay all holders of its Common Stock shares of any class of capital stock of the Company (other than Common Stock as covered by Section 5.07(a)), evidences of its indebtedness or other non-Cash assets or property of the Company (excluding (i) dividends and distributions and rights or warrants covered by Section 5.07(a), Section 5.07(b) or Section 5.07(e), (ii) dividends or distributions covered by Section 5.07(d) and (iii) to the extent provided in Section 5.09, rights distributed pursuant to a stockholder rights plan) (any of such shares of Capital Stock, indebtedness, or other assets or property hereinafter in this Section 5.07(c) called the “Distributed Property”), then, in each such case the Base Conversion Rate shall be adjusted based on the following formula: where CR0 = the Base Conversion Rate in effect immediately prior to the Ex Date for such distribution; CR’ = the Base Conversion Rate in effect on and after the Ex Date for such distribution; SP0 = the average of the Closing Sale Prices over the five consecutive Trading-Day period ending on the Trading Day immediately preceding the Ex Date for such distribution; and FMV = the fair market value (as determined by the Company’s Board of Directors) of the shares of capital stock of the Company, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Ex Date for such distribution; provided that if the then fair market value (as so determined) of the portion of the Distributed Property so distributed applicable to one share of Common Stock is equal to or greater than SP0 as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive, for each $1,000 principal amount of Securities upon conversion, the amount of Distributed Property such holder would have received had such holder owned a number of shares of Common Stock equal to the Applicable Conversion Rate on the record date. If such dividend or distributiondistribution is not so paid or made, the Base Conversion Rate shall again be adjusted to be the Base Conversion Rate that would then be in effect if such dividend or distribution record date had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if fixed. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 5.07(c) by reference to the actual or when issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the average of the Closing Sale Prices of the Common Stock. With respect to an adjustment pursuant to this Section 5.07(c) where there has made been a determinationpayment of a dividend or other distribution on the Common Stock consisting of shares of capital stock of any class or series, which determination or similar equity interest, of or relating to a Subsidiary or other business unit of the Company (a “Spin-Off,” and any such dividend or distribution of Common Stock, shares of capital stock or equity interests being “Spin-Off Securities”), the Base Conversion Rate shall be conclusive, that such increase would be in adjusted based on the best interests of following formula: where CR0 = the Company. Such Base Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date on which Ex Date for the distribution of the Spin-Off Securities; CR’ = the Base Conversion Rate in effect from and after the Ex Date for the distribution of the Spin-Off Securities; FMV0 = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading-Day period commencing on, and including, the fifth Trading Day after the Ex Date for such increase commencesdistribution; and MP0 = the average of the Closing Sale Prices of Common Stock over the first 10 consecutive Trading-Day period commencing on, and including, the fifth Trading Day after the Ex Date for such distribution. (cd) All calculations under this Article 11 shall be If a cash dividend or distribution is made to all holders of Common Stock (other than (i) in connection with the nearest cent Company’s liquidation, dissolution or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.winding up or

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to timeadjustment, without duplication, upon the occurrence of any of the following events: (aA) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall will be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR1 = the Conversion Rate in effect immediately after the close open of business on the record date Ex-Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS1 = the number of shares of Common Stock that would be outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close open of business on the record date Ex-Date for such dividend or distribution, or immediately after the open of business on the effective date for of such share split or share combination, as the case may be, after giving effect to such dividend or distribution or such share split or share combination, as the case may be. Such adjustment shall become effective immediately after the opening of business on the Ex-Date for such dividend or distribution, or the effective date for such share split or share combination. If any dividend or distribution of the type described in this Section 11.06(a10.05(A) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced. (B) If the Company shall distribute to all or substantially all holders of its Common Stock any rights, options or warrants entitling them for a period of not more than forty-five (45) calendar days from the record date of such distribution to subscribe for or purchase shares of the Common Stock, at a price per share less than the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading-Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution, the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Date for such distribution; CR1 = the Conversion Rate in effect immediately after the open of business on the Ex-Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the open of business on the Ex-Date for such distribution; X = the total number of shares of the Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of the Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution of such rights, options or warrants. Such adjustment shall be successively made whenever any such rights, options or warrants are distributed and shall become effective immediately after the opening of business on the Ex-Date for such distribution. The Company shall not issue any such rights, options or warrants in respect of shares of the Common Stock held in treasury by the Company. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such Ex-Date for such distribution had not occurred. In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such average of the Closing Sale Prices over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution, and in determining the aggregate offering price of such shares of the Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(B). (C) In case the Company shall distribute shares of its Capital Stock, evidences of its Indebtedness or other of its assets or property, other than (i) dividends or distributions covered by Section 10.05(A) and Section 10.05(B), (ii) dividends or distributions paid exclusively in cash, and (iii) Spin-Offs to which the provisions set forth below in this Section 10.05(C) shall apply (any of such shares of Capital Stock, indebtedness, or other asset or property hereinafter in this Section 10.05(C) called the “Distributed Property”), to all or substantially all holders of its Common Stock, then, in each such case the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Date for such distribution; CR1 = the Conversion Rate in effect immediately after the open of business on the Ex-Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading-Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution; and FMV = the fair market value on the Ex-Date for such distribution (as determined by the Board of Directors) of the Distributed Property distributed per share of the Common Stock. Such adjustment shall become effective immediately prior to the opening of business on the Ex-Date for such distribution; provided that if “FMV” as set forth above is equal to or greater than “SP0” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall receive on the date on which the Distributed Property is distributed to Holders of Common Stock, for each $1,000 principal amount of Notes the amount of Distributed Property such Holder would have received had such holder owned a number of shares of Common Stock equal to the Conversion Rate on the record date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if . If the Board of Directors determines “FMV” for purposes of this Section 10.05(C) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices over the ten (10) consecutive Trading-Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution. With respect to an adjustment pursuant to this Section 10.05(C) where there has made been a determinationdividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, which determination shall be conclusiveor similar equity interest, that such increase would be in the best interests of or relating to a Subsidiary or other business unit of the Company. Such Company (a “Spin-Off”), the Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears in effect immediately before 5:00 p.m., New York City time, on the registry books of tenth (10th) Trading Day immediately following, and including, the Security Registrar at least 15 days Ex-Date for the Spin-Off will be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the date close of business on which such increase commences. the tenth Trading Day immediately following, and including, the Ex-Date for the Spin-Off; CR1 = the Conversion Rate in effect immediately after the close of business on the tenth Trading Day immediately following, and including, the Ex-Date for the Spin-Off; FMV = the average of the Closing Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock over the ten (c10) All calculations consecutive Trading-Day period immediately following, and including, the Ex-Date for the Spin-Off; and MP0 = the average of the Closing Sale Prices of the Common Stock over the first ten (10) consecutive Trading-Day period immediately following and including the Ex-Date for the Spin-Off. The adjustment to the Conversion Rate under the preceding paragraph shall become effective at the close of business on the tenth (10th) Trading Day immediately following, and including, the Ex-Date for the Spin-Off; provided that, for purposes of determining the Conversion Rate, in respect of any conversion during the ten (10) Trading Days immediately following, and including, the Ex-Date for any Spin-Off, references in the portion of this Article 11 Section 10.05(C) related to Spin-Offs to ten (10) Trading Days shall be made deemed replaced with such lesser number of consecutive Trading Days as have elapsed between the Ex-Date for such Spin-Off and the Conversion Date for such conversion. For purposes of this Section 10.05(C), Section 10.05(A), and Section 10.05(B), any dividend or distribution to which this Section 10.05(C) is applicable that also includes shares of Common Stock, or rights, options or warrants to subscribe for or purchase shares of Common Stock to which Section 10.05(B) applies (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of capital stock other than such shares of Common Stock or rights, options or warrants to which Section 10.05(C) applies (and any Conversion Rate adjustment required by this Section 10.05(C) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights, options or warrants (and any further Conversion Rate adjustment required by Section 10.05(A) and Section 10.05(B) with respect to such dividend or distribution shall then be made), except (A) the Ex-Date of such dividend or distribution shall be substituted as “the Ex-Date,” “the Ex-Date relating to such distribution of such rights, options or warrants” and “the Ex-Date for such distribution” within the meaning of Section 10.05(A) and Section 10.05(B) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the nearest cent Ex-Date for such dividend or to distribution, or the nearest 1/10,000th effective date of a sharesuch share split or share combination, as the case may be” within the meaning of Section 10.05(A) or “outstanding immediately prior to the Ex-Date for such dividend or distribution” within the meaning of Section 10.05(B). Adjustments In no event shall the Conversion Rate be decreased pursuant to this Section 10.05(C). (D) If any cash dividend or distribution is made to all or substantially all holders of its Common Stock, excluding the first dividend or distribution with an Ex-Date in any calendar quarter if such dividend or distribution does not exceed $0.05 per share (the “Dividend Threshold Amount”), the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Date for such dividend or distribution; CR1 = the Conversion Rate in effect immediately after the open of business on the Ex-Date for such dividend or distribution; SP0 = the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period immediately preceding the Ex-Date for such dividend or distribution; DTA = the Dividend Threshold Amount, in the case of the first dividend or distribution with an Ex-Date in any calendar quarter or zero, in the case of any dividend or distribution in a calendar quarter that is not the first such dividend or distribution in such calendar quarter. The Dividend Threshold Amount shall be subject to adjustment on an inversely proportional basis whenever the Conversion Rate is adjusted; provided that, no adjustment will be made to the Dividend Threshold Amount for any adjustment made to the Conversion Rate will as described in this Section 10.05(D); and C = the amount in cash per share the Company distributes to holders of its Common Stock. Such adjustment shall become effective immediately after the opening of business on the Ex-Date for such dividend or distribution; provided that if “C” as set forth above is equal to or greater than “SP0” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be calculated made so that each Holder shall have the right to receive on the date on which the relevant cash dividend or distribution is distributed to holders of Common Stock, for each $1,000 principal amount of Notes, the amount of cash such holder would have received had such holder owned a number of shares equal to the nearest 1/10,000th.Conversion Rate on the record date for such dividend or distribution. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For the avoidance of doubt, for purposes of this Section 10.05(D), in the event of any reclassification of the Common Stock, as a result of which the Notes become convertible into more than one class of Common Stock, if an adjustment to the Conversion Rate is required pursuant to this Section 10.05(D), references in this Section to one share of Common Stock or Closing Sale Price of one share of Common Stock shall be deemed to refer to a unit or to the price of a unit consisting of the number of shares of each class of Common Stock into which the Notes are then convertible equal to the numbers of shares of such class issued in respect of one share of Common Stock in such

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 13.07, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall be adjusted based on the following formula: CR’ CR1 = CR0 x OS’ OS1 OS0 where, CR0 = the applicable Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR1 = the applicable Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or dividend, distribution, or such share split or share combination, as the case may be. Any adjustment adjustments made under pursuant to this Section 11.06(a13.07(a) shall become effective immediately after (x) the close open of business on the record date Ex-Dividend Date for such dividend or distribution, distribution or immediately after (y) the open of business on the effective date for of such share split or share combination, as the case may beapplicable. If any dividend or distribution of the type described in this Section 11.06(a13.07(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, the new Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of Common Stock any rights, from time options or warrants entitling them to time and to the extent permitted by lawpurchase, increase the Conversion Rate by any amount for a period of not more than 45 days after the Ex-Dividend Date for the distribution, shares of Common Stock at least 20 Business Days a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on the Trading Day immediately preceding the announcement date for such distribution, the Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 x OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; CR1 = the new Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date for such distribution. For purposes of this Section 13.07(b), in determining whether any longer period as may rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than the average of the Last Reported Sale Prices of the Common Stock for the applicable ten consecutive Trading Day period, there shall be permitted taken into account any consideration received by the Company for such rights, options or required warrants and any amount payable on exercise thereof, with the value of such consideration if other than cash, to be determined by law, if the Board of Directors has Directors. Any adjustment made a determination, which determination pursuant to this Section 13.07(b) shall be conclusivemade successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. To the extent that shares of Common Stock are not delivered after the expiration of such increase rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the best interests increase with respect to the issuance of such rights, options or warrants been made on the Companybasis of delivery of only the number of shares of Common Stock actually delivered. Such If such rights, options or warrants are not so distributed, the Conversion Rate increase shall be irrevocable during such period. The Company shall give notice decreased to the Trustee and cause notice of Conversion Rate that would then be in effect if the Ex-Dividend Date for such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commencesdistribution had not occurred. (c) All calculations If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding: (i) dividends, distributions (including share splits), rights, options or warrants as to which an adjustment is effected in Section 13.07(a), Section 13.07(b) or Section 13.07(e); (ii) dividends or distributions covered by Section 13.07(d); (iii) dividends or distributions that constitute Reference Property following an event described in Section 13.11; and (iv) Spin-Offs to which the provisions set forth below in this Section 13.07(c) shall apply, then the applicable Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 x XX0 XX0 – FMV where, CR0 = the applicable Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; CR1 = the applicable Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined in good faith by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock as of the open of business on the Ex-Dividend Date for such distribution. Any adjustment made under the portion of this Section 13.07(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If “FMV” as set forth above is equal to or greater than “SP0” as set forth above, in lieu of the foregoing adjustment, Holders of the Notes shall receive, in respect of each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of Common Stock, the amount and kind of the Company’s Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire the Company’s Capital Stock or other securities that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the applicable Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for the distribution. With respect to an adjustment pursuant to this Section 13.07(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of the Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit that are, or, when issued, will be, traded or quoted on any national or regional securities exchange or other market (a “Spin-Off”), the applicable Conversion Rate shall instead be adjusted based on the following formula: CR1 = CR0 x FMV0 + MP0 MP0 where, CR0 = the applicable Conversion Rate in effect immediately prior to the end of the Valuation Period; CR1 = the applicable Conversion Rate in effect immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock of the Company or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first ten consecutive Trading Day period immediately following the Ex-Dividend Date for such Spin-Off (such period, the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of Common Stock over the Valuation Period. Such adjustment shall occur immediately after the tenth Trading Day immediately following the Ex-Dividend Date of such Spin-Off; provided that, for purposes of determining the Conversion Rate in respect of any conversion during the ten Trading Days following the Ex- Dividend Date of any Spin-Off, references within the previous paragraph related to “Spin-Offs” to ten Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the relevant Conversion Date. If any such dividend or distribution described in the preceding paragraph of this Section 13.07(c) is declared but not paid or made, the new Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For purposes of this Section 13.07(c) (and subject in all respect to Section 13.14), rights, options or warrants distributed by the Company to all holders of its Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”), (i) are deemed to be transferred with such shares of the Common Stock, (ii) are not exercisable, and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 13.07(c) (and no adjustment to the Conversion Rate under this Article 11 Section 13.07(c) shall be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 13.07(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the nearest cent date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event of the type described in the immediately preceding sentence with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the nearest 1/10,000th Conversion Rate under this Section 13.07(c) was made, (1) in the case of a shareany such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be. Adjustments , as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate will shall be calculated readjusted as if such rights, options and warrants had not been issued. For purposes of Section 13.07(a), Section 13.07(b) and this Section 13.07(c), any dividend or distribution to which this Section 13.07(c) is applicable that also includes one or both of: (A) a dividend or distribution of shares of Common Stock to which Section 13.07(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 13.07(b) is applicable (the “Clause B Distribution”), then (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 13.07(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 13.07(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 13.07(a) and Section 13.07(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to such dividend, distribution, share split or share combination, as the case may be” within the meaning of Section 13.07(a) or “outstanding immediately prior to the nearest 1/10,000thopen of business on the Ex-Dividend Date for such distribution” within the meaning of Section 13.07(b). (d) If any cash dividend or distribution is made to all or substantially all holders of Common Stock, the Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 x XX0 XX0– C where, CR0 = the applicable Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution; CR1 = the applicable Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (aA) If the Company exclusively issues shares of Common Stock Shares as a dividend or distribution on all shares or substantially all of the its outstanding Common StockShares, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ ' = the Conversion Rate in effect immediately after the close of business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the close of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ ' = the number of shares of Common Stock Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a10.05(A) shall become effective immediately after the close of business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.05(A) is declared but not so paid or made, then or any share split or combination of the type described in this Section 10.05(A) is announced but the outstanding Common Shares are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Common Shares, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (bB) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of the Common Shares any rights, from time options or warrants (other than in connection with a shareholder rights plan) entitling them, for a period expiring not more than forty-five (45) days immediately following the announcement date of such distribution, to time and to purchase or subscribe for Common Shares, at a price per share less than the extent permitted by lawaverage of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Company’s announcement of such distribution, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in increased based on the best interests of following formula: where CR0 = the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date close of business on which the Record Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR' = the Conversion Rate will be calculated in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of Common Shares that are outstanding immediately prior to the nearest 1/10,000th.close of business on the Record Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company will not make any adjustment to the Conversion Rate if Holders of Securities participate, as a result of holding the Securities, in any of the transactions described in this Section 4.05, at the same time as holders of the Common Stock participate, without having to convert their Securities as if such Holders held, for each $1,000 principal amount of Securities, a number of shares of Common Stock equal to the Conversion Rate in effect at the time any such adjustment would otherwise be required. (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the applicable Conversion Rate shall will be adjusted based on the following formula: CR’ CR = CR0 x OS’ OS OS0 where, where CR0 = the applicable Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR = the applicable Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close opening of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a4.05(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than 60 calendar days from the record date for such distribution to subscribe for or purchase shares of Common Stock, at least 20 Business Days or any longer a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the declaration date for such distribution, which determination the Conversion Rate shall be conclusive, that such increase would be in increased based on the best interests of following formula: CR = CR0 x OS0 + X OS0 + Y where CR0 = the Company. Such applicable Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made distribution; CR = the applicable Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of Common Stock that are outstanding immediately prior to the nearest cent or to open of business on the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.Ex-Dividend Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the applicable Conversion Rate shall will be adjusted based on the following formula: CR’ CR = CR0 x OS’ OS OS0 where, where CR0 = the applicable Conversion Rate in effect immediately prior to the close open of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR = the applicable Conversion Rate in effect immediately after the close open of business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ OS = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close Open of business Business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than forty-five days from the Record Date for such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the declaration date for such distribution, which determination the Conversion Rate shall be conclusive, that such increase would be in increased based on the best interests of following formula: CR = CR0 x OS0 + X OS0 + Y where CR0 = the Company. Such applicable Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date Open of Business on which the Record Date for such increase commences. (c) All calculations under this Article 11 shall be made distribution; CR = the applicable Conversion Rate in effect immediately after the Open of Business on the Record Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the nearest cent or to open of business on the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.Record Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate for a given transaction described in this Section 14.04 if Holders of the Notes will be entitled to participate in that transaction, without conversion of the Notes and solely as a result of holding the Notes, on the same terms and at the same time as a holder of a number of shares of Common Stock equal to (x) the principal amount of a Holder’s Notes, divided by $1,000, multiplied by (y) the Conversion Rate would be entitled to participate. (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a share split subdivides or share combination (including a “reverse split”)combines the Common Stock, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be; and OS’ = the number of shares of Common Stock that would be outstanding immediately after giving effect to such dividend or distribution, or immediately after the Effective Date of such share split subdivision or share combinationcombination of the Common Stock, as the case may be. Any adjustment made under this Section 11.06(a14.04(a) shall become effective immediately after the close of business on the record date Record Date for such dividend or distribution, or immediately after the open of business on the effective date Effective Date for such share split subdivision or share combinationcombination of the Common Stock, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a14.04(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition If an Ex-Dividend Date occurs for a distribution to all or substantially all holders of the foregoing adjustments in subsection (a) aboveCommon Stock of any rights, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than 60 days from the announcement date for such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share that is less than the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the announcement date for such distribution, which determination the Conversion Rate shall be conclusiveincreased based on the following formula: where, that such increase would be in CR0 = the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date close of business on which the Record Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR’ = the Conversion Rate will be calculated in effect immediately after the close of business on the Record Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the nearest 1/10,000th.close of business on the Record Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer, in each case, that would result in an adjustment to the Conversion Rate pursuant to clause (a) or clause (e) below), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on all shares of the its Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, Where CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date Ex-Dividend Date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable; CR’ = the case may beConversion Rate in effect immediately after the open of business on such Ex-Dividend Date or effective date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or effective date (before giving effect to any such dividend, distribution, split or combination); and OS’ = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or dividend, distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a14.04(a) shall become effective immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may beapplicable. If any dividend or distribution of the type described in this Section 11.06(a14.04(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors or a committee thereof determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company mayissues to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by lawoptions or warrants entitling them, increase the Conversion Rate by any amount for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at least 20 Business Days or any longer a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board Trading Day immediately preceding the date of Directors has made a determinationannouncement of such issuance, which determination the Conversion Rate shall be conclusive, that such increase would be in increased based on the best interests of following formula: Where CR0 = the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to issuance; CR’ = the Conversion Rate will be calculated in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the nearest 1/10,000th.open of business on such Ex-Dividend Date;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjustments from time to time, without duplication, upon the occurrence of any of the following eventstime as follows: (a) If In case the Company issues shares of Common Stock as shall pay or make a dividend or other distribution on all in shares of the Common Stock, or if the Company effects shall effect a share split subdivision into a greater number of shares or share Common Stock or a combination (including into a “reverse split”)lesser number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the Ex-date for such dividend or other distribution, or for such subdivision or combination, as the case may be, shall be adjusted based on the following formula: CR’ CR1 = CR0 x OS’ OS0 OS1 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record Ex-date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split subdivisions or share combinationcombinations of the Common Stock, as the case may be; CR’ be CR1 = the Conversion Rate in effect immediately after the close of business on the record Ex-date for such dividend or distribution, or immediately after the open of business on the effective date of such share split subdivisions or share combinationcombinations of the Common Stock, as the case may be; be OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record Ex-date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split subdivisions or share combinationcombinations of the Common Stock, as the case may be; and OS’ be OS1 = the number of shares of Common Stock that would be outstanding immediately after such dividend or distribution, or the effective date of such share split subdivisions or share combinationcombinations of the Common Stock, as the case may be If, after any such Ex-date, any dividend or distribution is not in fact paid or the outstanding shares of Common Stock are not subdivided or combined, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be have been in effect if such dividend or distribution Ex-date had not been declaredfixed. (b) In addition case the Company shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock for a period expiring 45 days or less from the date of issuance of such rights or warrants at a price per share less than the average of the Sale Prices of the Common Stock for the ten consecutive Trading Days prior to the foregoing adjustments in subsection (a) aboveBusiness Day immediately preceding the announcement of the issuance of such rights, the Company mayoptions or warrants, from time to time and to the extent permitted by law, increase the Conversion Rate in effect at the opening of business on the day following the Ex-date shall be adjusted based on the following formula: CR1 = CR0 x OS0+ X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the Ex-date for such distribution CR1 = the Conversion Rate in effect immediately after the Ex-date for such distribution OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-date of such distribution X = the total number of shares of Common Stock issuable pursuant to such rights Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Sale Prices of the Common Stock for the ten consecutive Trading Days ending on the Business Day immediately preceding the Ex-date for such distribution If, after any amount for a period such Ex-date, any such rights, options or warrants are not in fact issued, or are not exercised prior to the expiration thereof, the Conversion Rate shall be immediately readjusted, effective as of at least 20 Business Days the date such rights, options or any longer period as may be permitted warrants expire, or required by law, if the date the Board of Directors has made a determinationdetermines not to issue such rights, which determination shall be conclusiveoptions or warrants, that such increase would be in to the best interests of the Company. Such Conversion Rate increase shall be irrevocable during that would have been in effect if the unexercised rights, options or warrants had never been granted or such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the Ex-date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a sharehad not been fixed, as the case may be. (c) In case the Company shall pay a dividend or distribution consisting exclusively of cash to all holders of its Common Stock, the Conversion Rate in effect at the opening of business on the day following the Ex-date for such dividend or distribution shall be adjusted based on the following formula: CR1 = CR0 x SX0 XX0 - C where, CR0 = the Conversion Rate in effect immediately prior to the Ex-date for such distribution CR1 = the Conversion Rate in effect immediately after the Ex-date for such distribution SP0 = the Current Market Price C = the amount in cash per share distributed by the Company to holders of Common Stock In the event that C is greater than or equal to SP0, in lieu of the adjustment contemplated, Holders will be entitled to participate ratably in the cash distribution as though their Notes had been converted to shares of Common Stock on the applicable date of calculation for the amounts to be received by holders of Common Stock. Adjustments If after any such Ex-date, any such dividend or distribution is not in fact made, the Conversion Rate shall be immediately readjusted, effective as of the date of the Board of Directors determines not to make such dividend or distribution, to the Conversion Rate that would have been in effect if such Ex-date had not been fixed. (d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock or other property (including cash or assets or securities, but excluding (i) any rights, options or warrants referred to in Section 10.07(b), (ii) any dividend or distribution paid exclusively in cash, (iii) any dividend or distribution referred to in Section 10.07(a) or 10.07(e), and (iv) mergers or consolidations to which Section 10.15 applies), the Conversion Rate in effect at the opening of business on the day following the Ex-date for such dividend or distribution shall be adjusted based on the following formula: CR1 = CR0 x SX0 XX0 - FMV where, CR0 = the Conversion Rate in effect immediately prior to the Ex-date for such distribution CR1 = the Conversion Rate in effect immediately after the Ex-date for such distribution SP0 = the Current Market Price FMV = the fair market value (as determined by the Board of Directors) of the shares of capital stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Ex-date for such distribution In the event that FMV is greater than or equal to SP0, in lieu of the adjustment contemplated, Holders will be calculated entitled to participate ratably in the relevant distribution as though their Notes had been converted to shares of Common Stock on the applicable date of calculation for the amounts to be received by holders of Common Stock. If after any such Ex-date, any such dividend or distribution is not in fact made, the Conversion Rate shall be immediately readjusted, effective as of the date of the Board of Directors determines not to make such dividend or distribution, to the nearest 1/10,000th.Conversion Rate that would have been in effect if such Ex-date had not been fixed. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable, and (iii) are also issued in respect of future issuances of Common Stock shall be deemed not to have been distributed for purposes of this Section 10.07(d) (and no adjustment to the Conversion Rate under this Section 10.07(d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and Ex-date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Rate under this Section 10.07(d):

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of Company if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the New Second Lien Convertible Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the New Second Lien Convertible Notes, in any of the transactions described in this Section 13.04, without having to convert their New Second Lien Convertible Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of New Second Lien Convertible Notes held by such Holder. (a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close Open of business Business on the record date for Ex-Dividend Date of such dividend or distribution, or immediately prior to open the Open of business Business on the effective date Effective Date of such share split or share combination, as the case may beapplicable; CR’ CR1 = the Conversion Rate in effect immediately after the close Open of business Business on the record date for such dividend Ex-Dividend Date or distribution, or immediately after the open of business on the effective date of such share split or share combinationEffective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close Open of business Business on the record date for such dividend Ex-Dividend Date or distribution, or immediately prior to the open of business on the effective date of such share split or share combinationEffective Date, as the case may be; and OS’ OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or dividend, distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a13.04(a) shall become effective immediately after the close Open of business Business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open Open of business Business on the effective date Effective Date for such share split or share combination, as the case may beapplicable. If any dividend or distribution of the type described in this Section 11.06(a13.04(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company mayissues to all or substantially all holders of the Common Stock any rights, from time options or warrants (other than pursuant to time and to the extent permitted by lawa stockholders rights plan) entitling them, increase the Conversion Rate by any amount for a period of not more than forty-five (45) calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at least 20 Business Days or any longer a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the ten (10) consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board Trading Day immediately preceding the announcement date of Directors has made a determinationsuch issuance, which determination the Conversion Rate shall be conclusiveincreased based on the following formula: where, that such increase would be in CR0 = the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement date of the issuance of such rights, options or warrants. Any increase made under this Section 13.04(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the Open of Business on which the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase commenceswith respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred. For purposes of this Section 13.04(b) and Section 13.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at a price per share that is less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined in good faith by the Company. (c) All calculations under If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities of the Company, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 13.04(a) or Section 13.04(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 13.04(d), (iii) distributions of Reference Property in exchange for Common Stock in a transaction described in Section 13.07, (iv) rights issued pursuant to a stockholder rights plan of the Company (other than pursuant to Section 13.11 pursuant to which an adjustment was effected) and (v) Spin-Offs as to which the provisions set forth below in this Article 11 Section 13.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be made increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the nearest cent Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined in good faith by the Company) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution. Any increase made under the portion of this Section 13.04(c) above shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or to made, the nearest 1/10,000th of a share, as the case may be. Adjustments Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a New Second Lien Convertible Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Company determines the “FMV” (as defined above) of any distribution for purposes of this Section 13.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 13.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the end of the Valuation Period; CR1 = the Conversion Rate in effect immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period. The increase in the Conversion Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided that in respect of any conversion of New Second Lien Convertible Notes during the Valuation Period, references in the portion of this Section 13.04(c) related to Spin-Offs with respect to ten (10) Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date for such Spin-Off and the Conversion Date in determining the Conversion Rate. If the Ex-Dividend Date of the Spin-Off is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of a conversion of New Second Lien Convertible Notes, references in the portion of this Section 13.04(c) related to Spin-Offs to ten (10) Trading Days will be calculated deemed to be replaced, solely in respect of that conversion of New Second Lien Convertible Notes, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such Observation Period. If any dividend or distribution that constitutes a Spin-Off is not so paid or made, the Conversion Rate shall be decreased to the nearest 1/10,000th.Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For purposes of this Section 13.04(c) (and subject in all respect to Section 13.11), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, time by the Company (without duplication, upon the occurrence of ) if any of the following events:events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (as a result of holding the Notes and contemporaneously with holders of the Common Stock) in any of the transactions described in this Section 14.04 as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder, without having to convert their Notes. (a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of the Common Stock, the Conversion Rate shall will be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, distribution or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, distribution or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a14.04(a) shall become effective immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may beapplicable. If any dividend or distribution of the type described in this Section 11.06(a14.04(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of its Common Stock any rights, options or warrants (other than pursuant to a stockholder rights or similar plan, so long as the rights have not separated from the shares of Common Stock at the time to time and to the extent permitted by law, increase the Conversion Rate by any amount of such distribution) entitling them for a period of not more than 45 calendar days from the declaration date of such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period as may be permitted or required by lawending on, if and including, the Board of Directors has made a determinationTrading Day immediately preceding the declaration date for such distribution, which determination the Conversion Rate shall be conclusive, that such increase would be in increased based on the best interests of following formula: where CR0 = the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR’ = the Conversion Rate will be calculated in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the nearest 1/10,000th.open of business on the Ex-Dividend Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, then the Conversion Rate shall be adjusted based on the following formula: CR’ CR1 = CR0 x OS’ × OS1 OS0 where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the close Open of business Business on the record date for such dividend or distribution, distribution or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ CR0 = the Conversion Rate in effect at Close of Business on the Trading Day immediately after the close of business on preceding the record date for such dividend or distribution, distribution or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be. Such adjustment shall become effective immediately prior to the close Open of business Business on the record date for such dividend or distribution, distribution or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared. (b) In case the Company shall issue to all or substantially all holders of Common Stock any rights or warrants (other than rights issued pursuant to a shareholders’ rights plan) entitling them for a period of not more than 60 days from the issuance date for such distribution to subscribe for or purchase shares of Common Stock, at a price per share less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of such distribution, then the Conversion Rate shall be increased based on the following formula: CR1 = CR0 × OS0 + X OS0 + Y where CR1 = the Conversion Rate in effect immediately prior to the Open of Business on the record date for such distribution; CR0 = the Conversion Rate in effect at the Close of Business on the Trading Day immediately preceding the record date for such distribution; OS0 = the number of shares of Common Stock outstanding at the Close of Business on the Trading Day immediately preceding the record date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants, divided by the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the record date for such distribution. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately prior to the Open of Business on the record date for such distribution. If such rights or warrants are not issued or to the extent they are not so exercised prior to their expiration, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such record date for such distribution had not been fixed. In determining whether any rights or warrants entitle the holder thereof to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of such distribution, and in determining the aggregate offering price of such Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, where the value of such consideration, if other than cash, shall be determined by the Board of Directors. (c) (%3) In case the Company shall distribute shares of Capital Stock, evidences of indebtedness or other assets or property to all or substantially all holders of Common Stock (excluding dividends and distributions covered by Section 10.04(a), Section 10.04(b), Section 10.04(d), and distributions described below in Section 10.04(c)(ii) with respect to Spin-Offs (as defined below)) (any of such shares of Capital Stock, evidences of indebtedness or other asset or property hereinafter in this Section 10.04(c) called the “Distributed Property”), then, in each such case the Conversion Rate shall be increased based on the following formula: CR1 = CR0 × SP0 SP0 – FMV where CR1 = the Conversion Rate in effect immediately prior to the Open of Business on the record date for such distribution; CR0 = the Conversion Rate in effect at the Close of Business on the Trading Day immediately preceding the record date for such distribution; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the record date for such distribution; and FMV = the fair market value (as determined by the Board of Directors or a committee thereof) of the Distributed Property distributed with respect to each outstanding share of Common Stock as of the Open of Business on the record date for such distribution. Such adjustment shall become effective immediately prior to the Open of Business on the record date for shareholders entitled to receive such distribution; provided that (1) if the then fair market value (as so determined) of the portion of the Distributed Property so distributed applicable to one share of Common Stock is equal to or greater than SP0 as set forth above or (2) if SP0 exceeds the fair market value of the Distributed Property by less than $0.01, in lieu of the foregoing adjustment, adequate provision shall be made so that each Noteholder shall have the right to receive, for each $1,000 principal amount of Notes upon conversion, the amount of Distributed Property such Holder would have received had such Holder converted such Notes immediately prior to the record date for determining the shareholders of the Company entitled to receive the Distributed Property. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above. If such dividend or distribution consists of rights or warrants, the Company may, from time to time and Conversion Rate shall be readjusted to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days that such rights or any longer period as may be permitted or required by law, if warrants are not exercised prior to their expiration. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 10.04(c)(i) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in determining SP0 above. (i) With respect to an adjustment pursuant to this Section 10.04(c) where there has made been a determinationpayment of a dividend or other distribution on the Common Stock in shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company that are listed on a national or regional securities exchange (a “Spin-Off”), then the Conversion Rate will be increased based on the following formula: CR1 = CR0 × FMV + MP0 MP0 where CR1 = the Conversion Rate in effect immediately prior to the Open of Business on the record date for the Spin-Off; CR0 = the Conversion Rate in effect at the Close of Business, on the Trading Day immediately preceding the record date for the Spin‑Off; FMV = the average of the Last Reported Sale Prices of the Capital Stock or other similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period immediately following, and including, the third Trading Day after the record date for such Spin-Off (such period, the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of Common Stock over the Valuation Period. Such adjustment shall occur immediately after the Open of Business on the day after the last day of the Valuation Period but will be given effect as of the Open of Business on the record date for the Spin-Off; provided that in respect of any conversion within the ten Trading Days following any Spin-Off, references within this Section 10.04(c)(ii) to ten Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between such Spin-Off and the Conversion Date in determining the applicable Conversion Rate. Because the Company will make the adjustment to the Conversion Rate at the end of the Valuation Period with retroactive effect, the Company will delay the settlement of any Notes where the Conversion Date occurs during the Valuation Period. In such event, the Company will deliver shares of Common Stock and any cash in lieu thereof (based on the adjusted Conversion Rate) on the second Business Day following the last day of the Valuation Period. Rights or warrants distributed by the Company to all holders of Common Stock, entitling the holders thereof to subscribe for or purchase Capital Stock (either initially or under certain circumstances), which determination rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be conclusive, that such increase would deemed not to have been distributed for purposes of this Section 10.04(c) (and no adjustment to the Conversion Rate under this Section 10.04(c) will be in required) until the best interests occurrence of the Company. Such earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate increase shall be irrevocable during made under this Section 10.04(c). If any such period. The Company shall give notice to the Trustee and cause notice of right or warrant, including any such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days existing rights or warrants distributed prior to the date on of this Supplemental Indenture, are subject to events, upon the occurrence of which such increase commences. rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (cand a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) All calculations of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Article 11 Section 10.04 was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be made readjusted upon such final redemption or repurchase to the nearest cent give effect to such distribution or to the nearest 1/10,000th of a shareTrigger Event, as the case may be. Adjustments , as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate will shall be calculated readjusted as if such rights and warrants had not been issued. For purposes of this Section 10.04(c) and Section 10.04(a) and Section 10.04(b), any dividend or distribution to which this Section 10.04(c) is applicable that also includes a dividend or distribution of Common Stock to which Section 10.04(a) applies or a dividend or distribution of rights or warrants to subscribe for or purchase Common Stock to which Section 10.04(a) or Section 10.04(b) applies (or both), shall be deemed instead to be (1) a dividend or distribution of the nearest 1/10,000thevidences of indebtedness, assets or shares of Capital Stock other than such Common Stock or rights or warrants to which this Section 10.04(c) applies, and any Conversion Rate adjustment required by this Section 10.04(c) with respect to such dividend or distribution shall then be made, immediately followed by (2) a dividend or distribution of such Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by Section 10.04(a) and Section 10.04(b) with respect to such dividend or distribution shall then be made), except (A) the record date of such dividend or distribution shall be substituted as “the record date” and “the date fixed for such determination” within the meaning of Section 10.04(a) and Section 10.04(b) and (B) any Common Stock included in such dividend or distribution shall not be deemed outstanding “at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination” within the meaning of Section 10.04(a) or “at Close of Business on the Trading Day immediately preceding the record for such distribution” within the meaning of Section 10.04(b).

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all the shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close open of business on the record date Ex Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ ' = the Conversion Rate in effect immediately after the close open of business on the record date Ex Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ ´ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a10.06(a) shall become effective immediately after the close open of business on the record date Ex Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.06(a) is declared but not so paid or made, then or any share split or combination of the type described in this Section 10.06(a) is announced but the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, If the Company maydistributes to all or substantially all holders of the Common Stock any rights, from time options or warrants entitling them, for a period expiring not more than sixty (60) days immediately following the record date of such distribution, to time and to purchase or subscribe for shares of Common Stock, at a price per share less than the extent permitted by lawaverage of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the Ex Date for such distribution, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in increased based on the best interests of following formula: where CR0 = the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR' = the Conversion Rate will be calculated in effect immediately after the open of business on the Ex Date for such distribution; OS0 = the number of shares of Common Stock that are outstanding immediately prior to the nearest 1/10,000th.open of business on the Ex Date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues shares of Common Stock as a dividend or distribution to all holders of the outstanding Common Stock on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)combination, the Conversion Rate shall will be adjusted based on the following formula: CR’ = CR’= CR0 x OS’ OS0 where, where CR0 = the Conversion Rate in effect immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or the effective date of such share split or share combination, as the case may be. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after the close opening of business on the record date Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a15.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. (b) In addition to the foregoing adjustments in subsection (a) above, case the Company mayshall distribute to all or substantially all holders of its Common Stock any rights, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount options or warrants entitling them for a period of not more than sixty days after the declaration date of such distribution to subscribe for or purchase shares of the Common Stock, at least 20 Business Days or any longer period as may be permitted or required by lawa price per share less than the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, if the Board of Directors has made a determination, which determination Conversion Rate shall be conclusive, that such increase would be in adjusted based on the best interests of following formula: CR’= CR0 × OS1+ X OS0+Y where CR0 = the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the date open of business on which the Ex-Dividend Date for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR’ = the Conversion Rate will be calculated in effect immediately after the open of business on the Ex-Dividend Date for such distribution; OS0 = the number of shares of the Common Stock that are outstanding immediately prior to the nearest 1/10,000th.open of business on the Ex-Dividend Date for such distribution; OS1 = the number of shares of the Common Stock that are outstanding at the close of business on the date of such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If In case the Company issues shall issue shares of Common Stock as a dividend or distribution on to all shares holders of the outstanding Common Stock, or if the Company effects shall effect a share split subdivision into a greater number of shares of Common Stock or share combination (including into a “reverse split”)lesser number of shares of Common Stock, the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may beevent; CR’ ' = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may beevent; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may beevent; and OS’ ' = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may beevent. Any Such adjustment made under this Section 11.06(a) shall become effective immediately after 9:00 a.m., New York City time, on the close of business on Business Day following the record date fixed for such determination. The Company will not pay any dividend or distribution, or immediately after make any distribution on shares of Common Stock held in treasury by the open of business on the effective date for such share split or share combination, as the case may beCompany. If any dividend or distribution of the type described in this Section 11.06(a9.03(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared. (b) In case the Company shall issue to all or substantially all holders of its outstanding shares of Common Stock rights, warrants or convertible securities entitling them (for a period expiring within 45 calendar days after the record date fixed for such issuance) to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to such event; CR' = the Conversion Rate in effect immediately after such event; OS0 = the number of shares of Common Stock outstanding immediately prior to such event; X = the total number of shares of Common Stock issuable pursuant to such rights, warrants or convertible securities; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise or convert such rights, warrants or convertible securities divided by the average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the record date (or, if earlier, the Ex-Dividend Date relating to such distribution) for the issuance of such rights, warrants or convertible securities. Such adjustment shall be successively made whenever any such rights, warrants or convertible securities are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day immediately preceding the date of announcement of such issuance. The Company shall not issue any such rights, warrants or convertible securities in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights, warrants or convertible securities, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, warrants or convertible securities are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such record date for such distribution had not been fixed. In determining whether any rights, warrants or convertible securities entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, warrants or convertible securities and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. (c) In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock shares of any class of Capital Stock of the Company (other than Common Stock as covered by Section 9.03(a)), evidences of its indebtedness or other assets or property of the Company (including securities, but excluding dividends and distributions covered by Section 9.03(b), Section 9.03(d), Section 9.03(e) or Section 9.06) (any of such shares of Capital Stock, indebtedness, or other asset or property hereinafter in this Section 9.03(c) called the “Distributed Property”), then, in each such case the Conversion Rate shall be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to such distribution; CR' = the Conversion Rate in effect immediately after such distribution; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Business Day immediately preceding the record date for such distribution (or, if earlier, the Ex-Dividend Date relating to such distribution); and FMV = the fair market value (as determined by the Company’s Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the record date for such distribution (or, if earlier, the Ex-Dividend Date relating to such distribution). Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders entitled to receive such distribution. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if . If the Board of Directors determines the fair market value of any distribution for purposes of this Section 9.03(c) by reference to the actual or when issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the average of the Last Reported Sale Prices prior to the applicable record date. With respect to an adjustment pursuant to this Section 9.03(c) where there has made been a determinationpayment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, which or similar equity interest, of or relating to a Subsidiary or other business unit (a “Spin-Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the record date fixed for determination of stockholders entitled to receive the distribution will be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to such distribution; CR' = the Conversion Rate in effect immediately after such distribution; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off; and MP0 = the average of the Last Reported Sale Prices of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall be conclusiveoccur on the tenth Trading Day from, that such increase would be in and including, the best interests effective date of the Spin-Off. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company. Such ’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 9.03 (and no adjustment to the Conversion Rate increase under this Section 9.03 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be irrevocable during such period. The Company shall give notice deemed to have been distributed and an appropriate adjustment (if any is required) to the Trustee and cause notice of Conversion Rate shall be made under this Section 9.03(c). If any such increase to be mailed to each Holder of Notes at right or warrant, including any such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days existing rights or warrants distributed prior to the date on of this Indenture, are subject to events, upon the occurrence of which such increase commences. rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (cand a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) All calculations of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Article 11 Section 9.03 was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be made readjusted upon such final redemption or repurchase to the nearest cent give effect to such distribution or to the nearest 1/10,000th of a shareTrigger Event, as the case may be. Adjustments , as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate will shall be calculated readjusted as if such rights and warrants had not been issued. For purposes of this Section 9.03(c), Section 9.03(a), and Section 9.03(b), any dividend or distribution to which this Section 9.03(c) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock to which Section 9.03(b) applies (or both), shall be deemed instead to be (1) a dividend or distribution of the nearest 1/10,000th.evidences of indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants to which Section 9.03(b) applies (and any Conversion Rate adjustment required by this Section 9.03(c) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by Section 9.03(a) and Section

Adjustment of Conversion Rate. The Conversion Rate shall be subject adjusted as described below, except that the Company will not make any adjustment to adjustment from the Conversion Rate if Holders participate (other than in the case of a share split or share combination), solely as a result of holding the Notes, and at the same time to time, without duplication, and upon the occurrence same terms as holders of Common Stock participate, in any of the following events:transactions described below without having to convert their Notes, as if such Holders had held a number of shares of Common Stock equal to the applicable Conversion Rate in effect immediately prior to the adjustment thereof in respect of such transaction, multiplied by the principal amount (expressed in thousands) of Notes held by such Holders. (a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a share split or share combination (including in each case, excluding a “reverse split”distribution solely pursuant to a Common Stock Change Event, as to which Section 5.5 will apply), the Conversion Rate shall will be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date Record Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; CR’ CR1 = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, Record Date or immediately after the open of business on the such effective date of such share split or share combinationdate, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the record date open of business on such effective date, as the case may be; and OS1 = the number of the shares of Common Stock that will be outstanding immediately after giving effect to such dividend or distribution or such share split or combination, as the case may be. Any adjustment made to the Conversion Rate under this Section 5.4(a) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, distribution or immediately prior to after the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a5.4(a) is declared but is not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to . For the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period avoidance of at least 20 Business Days or any longer period as may be permitted or required by lawdoubt, if the Board application of Directors has made the foregoing formula would result in a determination, which determination shall be conclusive, that such increase would be decrease in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a shareRate, as the case may be. Adjustments no adjustment to the Conversion Rate will be calculated made (other than (i) as a result of a share combination or (ii) with respect to the nearest 1/10,000thCompany’s right to readjust the Conversion Rate). (b) If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants entitling them for a period of not more than 45 days after the Record Date for such distribution to subscribe for or purchase shares of Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution (other than rights issued or otherwise distributed pursuant to a preferred stock rights plan, as to which clauses (c) and (f) of Section 5.4 will apply), the Conversion Rate will be increased based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of Common Stock, then the Conversion Rate shall will be adjusted based on the following formula: CR’ CR1 = CR0 x OS’ OS1 OS0 where, CR1 = the Conversion Rate in effect immediately after the Opening of Business on the Ex-Dividend Date of such dividend or distribution or immediately after the Opening of Business on the effective date of such share split or combination, as the case may be; CR0 = the Conversion Rate in effect immediately prior to the close Opening of business Business on the record date for such dividend Ex-Dividend Date or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may bedate; OS0 = the number of shares of Common Stock outstanding immediately prior to the close Opening of business Business on such Ex-Dividend Date or effective date; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be. Such adjustment shall become effective immediately after the Opening of Business on the record date Ex-Dividend Date for such dividend or distribution, distribution or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, case the Company may, from time shall distribute to time and all or substantially all holders of Common Stock any rights or warrants (other than rights issued pursuant to the extent permitted by law, increase the Conversion Rate by any amount a stockholders’ rights plan) entitling them for a period of not more than 60 days from the issuance date for such distribution to subscribe for or purchase shares of Common Stock, at least 20 Business Days or any longer period as may be permitted or required by law, if a price per share less than the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests average of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to Last Reported Sale Prices of the Trustee Common Stock for the 10 consecutive trading day period ending on, and cause notice including, the Trading Day immediately preceding the declaration date of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a sharedistribution, as the case may be. Adjustments to the Conversion Rate will be calculated increased based on the following formula; provided that the Conversion Rate will be readjusted to the nearest 1/10,000th.extent that such rights or warrants are not exercised prior to their expiration: CR1 = CR0 x OS0 + X OS0 + Y where CR1 = the Conversion Rate in effect immediately after the Opening of Business on the Ex-Dividend Date for such distribution; CR0 = the Conversion Rate in effect immediately prior to the Opening of Business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the Opening of Business on such Ex-Dividend Date;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment adjusted from time to time, without duplication, upon time by the occurrence of any of the following eventsCompany as follows: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”)of Common Stock, then the Conversion Rate shall be adjusted based on the following formula: CR’ = CR0 x OS’ OS0 where, CR0 where CR1 = the Conversion Rate in effect immediately prior to the close Opening of business Business on the record date for such dividend or distribution, distribution or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ CR0 = the Conversion Rate in effect at Close of Business on the Trading Day immediately after the close of business on preceding the record date for such dividend or distribution, distribution or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding at Close of Business on the Trading Day immediately preceding the record date for such dividend or distribution or the effective date of such share split or combination; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be. Such adjustment shall become effective immediately prior to the close Opening of business Business on the record date for such dividend or distribution, distribution or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a10.04(a) is declared but not so paid or made, then or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend dividend, distribution, subdivision or distribution combination had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, case the Company may, from time shall issue to time and all or substantially all holders of Common Stock any rights or warrants (other than rights issued pursuant to the extent permitted by law, increase the Conversion Rate by any amount a shareholders’ rights plan) entitling them for a period of not more than 60 days from the issuance date for such distribution to subscribe for or purchase shares of Common Stock, at least 20 Business a price per share less than average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Days or any longer period as may be permitted or required by lawending on, if and including, the Board Trading Day immediately preceding the declaration date of Directors has made a determinationsuch distribution, which determination then the Conversion Rate shall be conclusive, that such increase would be in increased based on the best interests of following formula: where CR1 = the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days in effect immediately prior to the Opening of Business on the record date on which for such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to distribution; CR0 = the Conversion Rate will be calculated to in effect at the nearest 1/10,000th.Close of Business on the Trading Day immediately preceding the record date for such distribution; OS0 = the number of shares of Common Stock outstanding at the Close of Business on the Trading Day immediately preceding the record date for such distribution;

Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: (a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a share split or share combination (including a “reverse split”), the Conversion Rate shall be adjusted based on the following formula: OS’ CR’ = CR0 x OS’ OS0 where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share combination, as the case may be; CR’ = the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and OS’ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be. Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 11.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) In addition to the foregoing adjustments in subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase commences. (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.