Common use of Conversion Procedure and Payment Upon Conversion Clause in Contracts

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversion, a Holder of a Certificated Note must: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e). If a Holder holds a beneficial interest in a Global Note, to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (3) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b). (d) Except as provided in this Article 10, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(1). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversion, a Holder of a Certificated definitive Note must: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Security Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.0411.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e11.02(e). If a Holder holds a beneficial interest in a Note that is a Global Security (a “Global Note”), to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1i) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (21) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (32) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b11.02(b). (d) Except as provided in this Article 1011, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a11.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(111.02(b)(i). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered.

Conversion Procedure and Payment Upon Conversion. (aA) To convert its Note pursuant to an Early Conversiona Security, a Holder must satisfy the requirements of a Certificated Note must: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile paragraph 10 of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e)Securities. If a Holder holds a beneficial interest in a Global Note, to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). In addition's Security, the Company shall deliver, through the Conversion Agent, with respect the following to the Notes being converted, cash in such Holder: (i) an amount per $1,000 principal amount of Notes (the "Principal Return") in cash equal to the Early lesser of (1) the aggregate Net Share Settlement Conversion Payment, if owed pursuant to Section 10.01(a), Value of such Security and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock2) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion.Security; (2ii) Upon conversion if the aggregate Net Share Settlement Conversion Value of such Security is greater than the Notes in Principal Return of such Security (the excess, if any, of such Net Share Settlement Conversion Value over such Principal Return being herein referred to as the "Net Share Amount"), a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, certificate for a number of shares of Common Stock per $1,000 principal amount of Notes (the "Net Shares") equal to a fraction whose numerator is the Conversion Rate in effect on the Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). The full number of shares of Common Stock issued upon Net Share Amount for such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Security and whose denominator is Ten-Day immediately following the Mandatory Conversion Date. (3) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b). (d) Except as provided in this Article 10, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record DateWeighted Average Price Per Share; provided, however, that the Company shall not issue fractional shares of Common Stock and shall instead deliver cash (in addition to any consideration otherwise payable upon such Note, when surrendered for conversion, must be accompanied by payment ) in cash to the Conversion Agent of an amount equal to the full amount value of interest payable on such Interest Payment Date fraction computed on the Note so converted. For basis of such Ten-Day Weighted Average Price Per Share; and (iii) if a Make-Whole Fundamental Change occurs and such Security is surrendered for conversion at any time on or before the avoidance of doubt30th day after the date the Company announces the Make-Whole Fundamental Change has occurred (which the Company shall disclose in the written notice and public announcement referred to in Section 10.01(C)), in addition to the Principal Return and any Net Share Amount receivable upon conversion, a Holder shall receive upon such conversion Make-Whole Consideration, as determined in accordance with with, and in the manner and form as set forth in, Section 10.01(a10.14(A). The Company shall deliver such Principal Return and, if applicable, such converting Net Shares as soon as practicable following the date (the "Conversion Date") on which such Holder satisfies all the requirements for such conversion specified in paragraph 10 of the Securities, but in no event more than five (5) Business Days after the applicable Conversion Value Determination Date. The Company shall be entitled to receive accrued and unpaid interest to deliver any such Make-Whole Consideration within the Early Conversion Date and such amount of cash shall be delivered to such converting Holder time period specified in accordance with Section 10.02(b)(110.14(D). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered.

Conversion Procedure and Payment Upon Conversion. (aA) To convert its Note pursuant to an Early Conversiona Security, a Holder must satisfy the requirements of paragraph 9 of the Securities. If a Certificated Note mustSecurity is tendered for conversion in accordance with this Article X, then: (1i) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e). If a Holder holds a beneficial interest in a Global Note, to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount each converting Holder a number of Notes Common Shares equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock1) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on (A) the aggregate principal amount of Notes converted Securities to be converted, divided by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (B) $1,000 multiplied by (2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory relevant Conversion Date (plus provided that the Company shall deliver cash in lieu of fractional shares as described in accordance with Section 10.03clause (ii) below). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (3ii) The shares of the Company will not issue a fractional Common Stock due Share upon conversion of a Global Note Security. Instead, the Company shall pay or cause to be delivered paid cash in lieu of fractional shares based on the Closing Sale Price of Common Shares on the Conversion Date. Whenever a payment for fractional Common Shares is to be made by the Conversion Agent, the Company shall (a) promptly prepare and deliver to the Conversion Agent, a certificate setting forth in accordance with reasonable detail the Depositary’s customary practicesfacts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Conversion Agent in the form of fully collected funds to make such payments. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b). (dB) Except as provided in the Securities or in this Article 10X, no payment or other adjustment will be made for accrued interest on a converted Security or for dividends on any Notes converted, and accrued interest, if any, will be deemed Common Shares issued on or prior to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note Security for Early Conversion conversion after the close of business on the Regular Record Date but record date for the payment of an installment of interest and prior to the open of business on the next Interest Payment Daterelated interest payment date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note Security on such Interest Payment Date interest payment date shall be paid on such Interest Payment Date interest payment date to the Holder of record of such Note Security at the close of business on such Regular Record Daterecord date; provided, however, that such NoteSecurity, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent on behalf of the Company of an amount equal to the full amount of interest payable on such Interest Payment Date interest payment date on the Note portion so converted. For converted unless either (i) the avoidance of doubtCompany shall have, in accordance with Section 10.01(a)respect of a Fundamental Change, specified a Fundamental Change Purchase Date which is after such converting Holder shall be entitled to receive accrued record date and unpaid on or before such interest to the Early Conversion Date payment date and such amount of cash shall be delivered to Security is converted after such converting Holder in accordance with Section 10.02(b)(1). record date and on or before such interest payment date; (fii) In the event Company has specified a Mandatory Conversion Redemption Date falls which is after such record date and on or before such interest payment date and such Security is converted after such record date and on or before such interest payment date, or (iii) such Security is surrendered for conversion after the close of business on the Regular Record Date but record date immediately preceding the Maturity Date; provided further, however, that, if the Company shall have, prior to the open Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the next Interest Payment DateHolder of such Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.14 or otherwise (it being understood that nothing in this Section 10.02(B) shall affect the Company’s obligations under Section 2.14). (C) If a Holder converts more than one Security at the same time, then, notwithstanding the number of full Common Shares issuable upon such conversion, if any, shall be based on the full total principal amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Dateall Securities converted. (gD) Upon surrender of a Note Security that is converted in part, the Company shall execute and Trustee shall shall, upon receipt of a Company Order, authenticate for the Holder a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered. (E) If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. (F) The Company shall authorize the transfer agent for the Common Shares in writing to deliver Common Shares due upon a conversion (together with cash in lieu of any fractional Common Shares which shall be delivered by the Conversion Agent) of a Security by a Holder as soon as practicable after the Conversion Date of such conversion, but in no event later than the third (3rd) Business Day after such Conversion Date. The Company shall deliver calculations to the Conversion Agent which must include the amount of Common Shares due upon a conversion and the amount of any cash in lieu of any fractional Common Shares due upon a conversion as soon as practicable after the Conversion Date of such conversion, but in no event later than 1pm EST on the second (2nd) Business Day after such Conversion Date. (G) A converting Holder will be treated as the holder of record of the Common Shares deliverable upon conversion as of the close of business on the applicable Conversion Date. (H) To convert interests in a Global Security, Holders must comply with DTC’s then applicable conversion program procedures.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversiona Security, a Holder of a Certificated Note must: must (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; , (2) surrender the Note Security to the Conversion Agent; , (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent; , (4) pay all transfer the amount of interest, if any, required by Section 10.02(c) and (5) pay any tax or similar taxes duty if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e). If a Holder holds a beneficial interest in a Global NoteSecurity, to convert such NoteSecurity, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1) Security. Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). In additionSecurity, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of together with cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and any accrued and unpaid interest shall be based on to, but excluding, the aggregate principal amount Conversion Date) within three Business Days of Notes converted by the relevant Conversion Date, unless such Holder. Settlement shall occur on the third Business Day Conversion Date occurs immediately following the applicable Early Conversion regular Record Date immediately preceding the Maturity Date, except that with respect to any Early Conversion with an Early Conversion Date after in which case the Company has given a Mandatory Conversion Noticeshall make such delivery (and payment, settlement will occur if applicable) on the settlement date for Maturity Date. Notwithstanding any other provision of this Indenture or the Mandatory Conversion. (2) Upon conversion Securities, if necessary to comply with the listing requirements of the Notes in a Mandatory ConversionThe NASDAQ Global Select Market, the Company shall deliver not issue more than 40,000,000 shares in the aggregate of its outstanding Common Stock (as adjusted pursuant to each Section 10.06(a) in the event of any share split or share combination) to settle any conversion of Securities hereunder (the “Maximum Share Limitation”). Any principal that is not permitted to be converted as the result of the Maximum Share Limitation will be deemed satisfied in full upon conversion. Such principal not permitted to be converted, if any, shall be deemed to be paid in full rather than canceled, extinguished or forfeited. In the event of a conversion that would cause in excess of 40,000,000 shares to be issued, the Company will promptly notify such converting Holder, through and such Holder will be permitted to withdraw or modify its request to convert its Securities within three Business Days after receiving such notice from the Conversion AgentCompany. If any such converting Holder does not withdraw or amend its request to convert its Securities within such three Business Day period, such Holder’s original request to convert will be fulfilled, with any principal not permitted to be converted as a number result of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate Maximum Share Limitation deemed satisfied in effect on the Mandatory Conversion Date (plus cash in lieu of fractional shares full in accordance with Section 10.03)the fourth sentence of this paragraph. The full Company shall also promptly give notice to the Trustee and the other Holders at any time additional conversions of the Securities will not be permitted as a result of the Maximum Share Limitation. The number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (3) The shares of Common Stock due upon conversion of a Global Note Securities shall be delivered by determined as follows: the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will be deemed converted at the close shall deliver to each converting Holder a number of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock equal to (i) (A) the aggregate principal amount of Securities to be converted, divided by (B) $1,000 multiplied by (ii) the Conversion Rate in effect on the relevant Conversion Date (provided that the Company shall be issued upon such conversion shall become the holder deliver cash in lieu of record of such fractional shares as of the close of business on such Conversion Date. Prior to such time, a described in Section 10.03). (b) A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares as a holder of Common Stock, including, among other things, the right to vote, tender in a tender offer vote and receive dividends and notices of shareholder meetings. On and after , until the close of business on the applicable Conversion Date. On and after the Conversion Date with respect to a conversion of a Note Security pursuant hereto, all rights of the Holder of such Note Security shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note Security as provided herein. (c) Upon conversion, the Company shall pay to the Holder, in Section 10.02(b).cash, accrued and unpaid interest to, but excluding, the Conversion Date, on the Securities being converted.. (d) Except as provided in this Article 10If a Holder converts more than one Security at the same time, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder number of full shares of Common Stock issuable upon conversion. Such accrued interest, if any, such conversion shall be deemed to be paid in full rather than cancelled, extinguished or forfeitedbased on the total principal amount of all Securities converted. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(1). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note Security that is converted in part, the Trustee shall authenticate for the Holder a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered. (f) If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. (g) Notwithstanding anything to the contrary in this Indenture, (i) any Security for which a Holder has delivered an appropriate instruction form for conversion to the Depositary or a Conversion Notice pursuant to Section 10.02 on or after the date of mailing of an Issuer’s Conversion Notice will be converted pursuant to Section 10.15 and will not be voluntarily converted pursuant to Sections 10.01 and 10.02 and (ii) any Security for which a Holder has delivered an appropriate instruction form for conversion to the Depositary or a Conversion Notice pursuant to Section 10.02 prior to the date of mailing of an Issuer’s Conversion Notice will not be converted pursuant to Section 10.15 and will be voluntarily converted pursuant to Sections 10.01 and 10.02.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversion, a Holder of a Certificated definitive Note must: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.0411.04; and (5) pay funds equal to interest payable on the next Interest Payment Date interest payment date required by Section 10.02(e11.02(f). If a Holder holds a beneficial interest in a Global Note, to convert such Note, the Holder must comply with clauses (4) and (5) above and the DepositaryDepository’s procedures for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion or a Mandatory Conversion, the Company Issuers shall deliver pay or deliver, as the case may be, to such converting Holder, through the Conversion Agent, a number in respect of shares of Common Stock per each $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date converted, cash (plus cash “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional shares share of Common Stock in accordance with Section 10.0311.03 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with Section 11.03 (“Combination Settlement”), at their election, as set forth in this Section 11.02. In addition, for any Early Conversion, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (2) Upon The Issuers will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) Subject to clause (iii) below, all conversions for which the relevant Conversion Date occurs on or after June 15, 2023 shall be settled using the same Settlement Method. (ii) Subject to clause (iii) below, except for any conversions for which the relevant Conversion Date occurs on or after June 15, 2023, the Issuers shall use the same Settlement Method for all conversions occurring on the same Conversion Date, but the Issuers shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion Dates. (iii) If any Notes are called for redemption, then (1) the Issuers will specify, in the related redemption notice sent pursuant to section 3.03, the Settlement Method that will apply to all conversions of Notes with a Mandatory ConversionConversion Date that occurs on or after the date of the related redemption notice and before the related redemption date; and (2) if such redemption date occurs on or after June 15, 2023, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after June 15, 2023. (iv) If, in respect of any Conversion Date (or the period on or after June 15, 2023, as the case may be), the Issuers elect to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company shall deliver such Settlement Notice to each Holder, through converting Holders (with a copy to the Trustee and the Conversion Agent) no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs on or after June 15, 2023, no later than the close of business on Scheduled Trading Day immediately preceding June 15, 2023). If the Issuers do not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Issuers shall no longer have the right to elect Cash Settlement or Combination Settlement with respect to such conversion or during such period and the Issuers shall be deemed to have elected Physical Settlement. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (3) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (i) if the Issuers elect (or are deemed to have elected) Physical Settlement in respect of such conversion, the Issuers shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory Conversion Date Date; (plus ii) if the Issuers elect Cash Settlement in respect of such conversion, the Issuers shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 30 consecutive Trading Days during the related Observation Period; and (iii) if the Issuers elect Combination Settlement in respect of such conversion, the Issuers shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive Trading Days during the related Observation Period. (4) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (5) At any time prior to June 15, 2023, the Issuers may irrevocably elect Cash Settlement to satisfy its conversion obligation in respect of Notes to be converted after the date of such election, or irrevocably elect Combination Settlement and a Specified Dollar Amount (which amount shall be at least $1,000 per $1,000 principal amount of Notes) to satisfy their conversion obligation in respect of Notes to be converted after the date of such election, or irrevocably elect Physical Settlement to satisfy its conversion obligation in respect of Notes to be converted after the date of such election. Upon making any election pursuant to this Section 11.02(b)(5), the Issuers shall promptly (A) use their reasonable efforts to post information relating to such election on its website or otherwise publicly disclose such information, and (B) give written notice of such election to the Holders of the Notes. (c) Except as set forth in Section 11.06 or 11.11, the Issuers will pay or deliver, as applicable, to the Holder the conversion obligation (including any cash in lieu of fractional shares in accordance and Early Conversion Payment, if applicable) due upon the conversion of any Note as follows: (i) if Cash Settlement or Combination Settlement applies to such conversion, on or before the second Business Day immediately after the last Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such conversion, on or before the second Business Day immediately after the Conversion Date for such conversion; provided, however, that if Physical Settlement applies to the conversion of any Note with Section 10.03). The full number a Conversion Date that is after the record date immediately before the Stated Maturity, then, solely for purposes of shares of Common Stock issued such conversion, (x) the Company will pay or deliver, as applicable, the conversion obligation due upon such conversion no later than the Stated Maturity; and (and, as a result, y) the amount of cash deliverable in lieu of any fractional share of Common StockConversion Date will instead be deemed to be the second (2nd) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following before the Mandatory Conversion DateStated Maturity. (3) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (cd) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on (i) such Conversion Date, in the case of Physical Settlement and (ii) the last Trading Day of the Observation Period for such conversion, in the case of Combination Settlement. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b11.02(b). (de) Except as provided in this Article 1011, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (ef) If any Holder surrenders a Note for Early Conversion after the close of business on a record date and prior to the Regular Record open of business on the corresponding Interest Payment Date, the Holder of such Note as of the close of business on such record date will receive the full amount of interest payable on such Note on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for Conversion during the period from the close of business on any record date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted on such Interest Payment Date; provided that no such payment shall be required (1) for conversions following the record date immediately preceding the Stated Maturity; (2) if the Issuers have specified a redemption date that is after a record date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Issuers have specified a Mandatory Conversion Date that is after a record date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) only to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. (g) In the event a Mandatory Conversion Date falls after the close of business on a record date but prior to the open of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date interest payment date shall be paid on such Interest Payment Date interest payment date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(1). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Datedate. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Dateinterest payment date. (gh) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered. (i) Each Holder of a Note, by the Holder’s acceptance thereof, agrees to take the following actions prior to the Mandatory Conversion Date if deemed necessary by the Issuers or, in the case of Notes represented by Global Notes, if required by DTC or any successor Depository: (1) surrendering the converted Note to the Conversion Agent, (2) furnishing appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (3) if the Note is held in book-entry form, completing and delivering to the Depository appropriate instructions pursuant to the Depository’s book-entry conversion programs, (4) paying all transfer or similar taxes if required pursuant to Section 11.04, and (v) taking any other action necessary to effectuate the Mandatory Conversion as may be reasonably requested by the Issuers. In the event that a Holder does not take any of the actions set forth in the immediately preceding sentence prior to the Mandatory Conversion Date, each Holder of a Note, by the Holder’s acceptance thereof, authorizes and directs the Issuers to take any action on the Holder’s behalf to effect the Mandatory Conversion and appoints each of the Issuers such Holder’s attorney-in-fact for any and all such purposes. Such appointment as attorney-in-fact is coupled with an interest and is irrevocable so long as any Note is outstanding.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversion, a Holder of a Certificated definitive Note must: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Security Registrar or Conversion Agent;; and (4) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e)11.04. If a Holder holds a beneficial interest in a Note that is a Global Security (a “Global Note”), to convert such Note, the Holder must comply with clauses clause (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount Original Principal Amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount Original Principal Amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount Reduced Principal Amount of Notes converted by such Holder; provided, that if the Conversion Date with respect to any Note converted pursuant to Early Conversion occurs during the period after the close of business on any Record Date and before the opening of business on the corresponding Interest Payment Date, interest with respect to the Notes converted will be payable on such Interest Payment Date to the Holders in whose names the Notes are registered at the close of business on such Record Date. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount Original Principal Amount of Notes equal to the Conversion Rate in effect on the applicable Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount Reduced Principal Amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the applicable Mandatory Conversion Date. (3) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will A Note shall be deemed to have been converted at (in each case, the “Conversion Date”) (i) immediately prior to the close of business on the applicable Conversion Datedate that the Holder has complied with the requirements set forth in Section 11.02(a) with respect to an Early Conversion, and (ii) immediately prior to the close of business on the Mandatory Conversion Date with respect to a Note subject to Mandatory Conversion. The Person in whose name the shares of Common Stock shall be issued upon such any conversion pursuant to this Article 11 shall become the holder of record of such shares as of the close of business on such the applicable Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b)this Article 11. (d) Except as provided in this Article 10, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(1). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount Original Principal Amount with the Reduced Principal Amount reflected thereon to the unconverted portion of the Note surrenderedNote.

Conversion Procedure and Payment Upon Conversion. (aA) To convert its Note pursuant to an Early Conversiona Security, a Holder must satisfy the requirements of paragraph 9 of the Securities. If a Certificated Note mustSecurity is tendered for conversion in accordance with this Article X, then: (1i) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e). If a Holder holds a beneficial interest in a Global Note, to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount each converting Holder a number of Notes Common Shares equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock1) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on (A) the aggregate principal amount of Notes converted Securities to be converted, divided by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (B) $1,000 multiplied by (2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory relevant Conversion Date (plus provided that the Company shall deliver cash in lieu of fractional shares as described in accordance with Section 10.03). The full number of shares of Common Stock issued upon such conversion clause (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stockii) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Datebelow. (3ii) The shares of the Company will not issue a fractional Common Stock due Share upon conversion of a Global Note Security. Instead, the Company shall pay cash in lieu of fractional shares based on the Closing Sale Price of Common Shares on the Conversion Date. Whenever a payment for fractional Common Shares is to be delivered made by the Conversion Agent, the Company shall (a) promptly prepare and deliver to the Conversion Agent, a certificate setting forth in accordance with reasonable detail the Depositary’s customary practicesfacts related to such payments and the prices and/or forumulas utilized in calculating such payments, and (ii) provide sufficient monies to the Conversion Agent in the form of fully collected funds to make such payments. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b). (dB) Except as provided in the Securities or in this Article 10X, no payment or other adjustment will be made for accrued interest on a converted Security or for dividends on any Notes converted, and accrued interest, if any, will be deemed Common Shares issued on or prior to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note Security for Early Conversion conversion after the close of business on the Regular Record Date but record date for the payment of an installment of interest and prior to the open of business on the next Interest Payment Daterelated interest payment date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note Security on such Interest Payment Date interest payment date shall be paid on such Interest Payment Date interest payment date to the Holder of record of such Note Security at the close of business on such Regular Record Daterecord date; provided, however, that such NoteSecurity, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent on behalf of the Company of an amount equal to the full amount of interest payable on such Interest Payment Date interest payment date on the Note portion so converted. For converted unless either (i) the avoidance of doubtCompany shall have, in accordance with Section 10.01(a)respect of a Fundamental Change, specified a Fundamental Change Purchase Date which is after such converting Holder shall be entitled to receive accrued record date and unpaid on or before such interest to the Early Conversion Date payment date and such amount of cash shall be delivered to Security is converted after such converting Holder in accordance with Section 10.02(b)(1). record date and on or before such interest payment date; (fii) In the event Company has specified a Mandatory Conversion Redemption Date falls which is after such record date and on or before such interest payment date and such Security is converted after such record date and on or before such interest payment date, or (iii) such Security is surrendered for conversion after the close of business on the Regular Record Date but record date immediately preceding the Maturity Date; provided further, however, that, if the Company shall have, prior to the open Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the next Interest Payment DateHolder of such Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.14 or otherwise (it being understood that nothing in this Section 10.02(B) shall affect the Company’s obligations under Section 2.14). (C) If a Holder converts more than one Security at the same time, then, notwithstanding the number of full Common Shares issuable upon such conversion, if any, shall be based on the full total principal amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Dateall Securities converted. (gD) Upon surrender of a Note Security that is converted in part, the Company shall execute and Trustee shall shall, upon receipt of a Company Order, authenticate for the Holder a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered. (E) If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. (F) The Company shall authorize the Conversion Agent in writing to deliver Common Shares due upon a conversion (together with cash in lieu of any fractional Common Shares) of a Security by a Holder as soon as practicable after the Conversion Date of such conversion, but in no event later than the third (3rd) Business Day after such Conversion Date. (G) A converting Holder will be treated as the holder of record of the Common Shares deliverable upon conversion as of the close of business on the applicable Conversion Date. (H) To convert interests in a Global Security, Holders must comply with DTC’s then applicable conversion program procedures.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversiona Note, a Holder must satisfy the requirements of paragraph 8 of the Notes. In addition, such Holder shall execute and deliver a Certificated joinder to the Stockholders Agreement with respect to the shares of Company Common Stock to be received upon conversion, to the extent that such shares of Company Common Stock are not already subject to the Stockholders Agreement absent such joinder. If a Note mustis tendered for conversion in accordance with this Article Thirteen, then: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e). If a Holder holds a beneficial interest in a Global Note, to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If each converting Holder a Holder converts more than one Note at the same time, the full number of shares of Company Common Stock issued upon such conversion equal to (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stocki) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted to be converted, multiplied by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (2ii) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory relevant Conversion Date (plus provided that the Company shall deliver cash in lieu of fractional shares as described in accordance with Section 10.03clause (2) below). ; (2) The full number Company will not issue a fractional share of shares of Company Common Stock issued upon such conversion (and, as of a resultNote. Instead, the amount of Company shall pay cash deliverable in lieu of any fractional share of Common Stock) shall be shares based on the aggregate principal amount Per Share FMV of Notes outstandingCompany Common Stock on the Conversion Date. Settlement The Company shall occur deliver the shares of Company Common Stock due upon conversion, together with cash in lieu of fractional shares, to each converting Holder on the third Business Day immediately following the Mandatory Conversion Date. (3) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b). (db) Except as provided in the Notes or in this Article 10Thirteen, no payment or other adjustment will be made for accrued interest on a converted Note or for dividends on any Notes converted, and accrued interest, if any, will be deemed Company Common Stock issued on or prior to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion conversion after the close of business on the Regular Record Date but record date for the payment of an installment of interest and prior to the open of business on the next Interest Payment Daterelated interest payment date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date interest payment date shall be paid on such Interest Payment Date interest payment date to the Holder of record of such Note at the close of business on such Regular Record Daterecord date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent on behalf of the Company of an amount equal to the full amount of interest payable on such Interest interest payment date on the portion so converted unless either (i) the Company shall have, in respect of a Change of Control, specified a Change of Control Payment Date which is after such record date and on the or before such interest payment date; or (ii) such Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(1). (f) In the event a Mandatory Conversion Date falls is surrendered for conversion after the close of business on the Regular Record Date but record date immediately preceding the Maturity Date; provided further, however, that, if the Company shall have, prior to the open Conversion Date with respect to a Note, defaulted in a payment of business interest on such Note, then in no event shall the next Interest Payment DateHolder of such Note who surrenders such Note for conversion be required to pay such default interest or the interest that shall have accrued on such default interest pursuant to Section 2.14 or otherwise (it being understood that nothing in this Section 13.02(b) shall affect the Company’s obligations under Section 2.12). (c) If a Holder converts more than one Note at the same time, then, notwithstanding the number of full shares of Company Common Stock issuable upon such conversion, if any, shall be based on the full total principal amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Dateall Notes converted. (gd) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered. (e) If the last day on which a Note may be converted is a not a Business Day in a place where a Conversion Agent is located, the Note may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversion, a Holder of a Certificated definitive Note must: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Security Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.0411.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e11.02(e). If a Holder holds a beneficial interest in a Note that is a Global Security (a “Global Note”), to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1i) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (2ii) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (3iii) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b11.02(b). (d) Except as provided in this Article 1011, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a11.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(111.02(b)(i). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversion, a Holder of a Certificated definitive Note must: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Security Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.0411.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e11.02(e). If a Holder holds a beneficial interest in a Note that is a Global Security (a “Global Note”), to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (3) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b11.02(b). (d) Except as provided in this Article 1011, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a11.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(111.02(b)(1). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered.

Conversion Procedure and Payment Upon Conversion. (aA) To convert its Note pursuant to an Early Conversiona Security, a Holder must satisfy the requirements of a Certificated Note must: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile paragraph 10 of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e)Securities. If a Holder holds a beneficial interest in a Global Note, to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures Security is surrendered for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). In additionthis Article X, then: Doc#: US1:12666659v9 (i) the Company shall deliver, through the Conversion Agent, with respect to each converting Holder, as soon as practicable after the Notes being convertedConversion Date of such conversion, cash but in an amount per $1,000 principal amount no event later than the third (3rd) Business Day after such Holder surrenders such Security for such conversion, a number of Notes Common Shares equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock1) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on (A) the aggregate principal amount of Notes converted Securities to be converted, divided by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date(B) $1,000, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. multiplied by (2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory relevant Conversion Date (plus provided that the Company shall deliver cash in lieu of fractional shares as described in accordance with Section 10.03clause (ii) below). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (3ii) The shares of Company will not issue a fractional Common Stock due Share upon conversion of a Global Note shall be delivered by Security. Instead, the Company shall pay cash in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will be deemed converted at the close lieu of business fractional shares based on the applicable Conversion Date, and the Person in whose name the shares Closing Sale Price of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business Shares on the applicable Conversion Date with respect to (or if the Conversion Day is not a conversion of a Note pursuant heretoTrading Day, all rights of on the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(bnext succeeding Trading Day). (dB) Except as provided in the Securities or in this Article 10X, no payment or other adjustment will be made for accrued interest on a converted Security or for dividends on any Notes convertedCommon Shares issued on or prior to conversion. Upon conversion, and accrued interest, if any, the Holder of a Security will be deemed entitled to be paid by the receive, together with any other consideration paid to the Holder payable upon conversion. Such , accrued interestand unpaid interest through, but excluding, the Conversion Date; provided, that if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note Security for Early Conversion conversion after the close of business on the Regular Record Date but record date for the payment of an installment of interest and prior to the open of business on the next Interest Payment Daterelated interest payment date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note Security on such Interest Payment Date interest payment date shall be paid on such Interest Payment Date interest payment date to the Holder of record of such Note Security at the close of business on such Regular Record Date; providedrecord date, however, that and such NoteSecurity, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent on behalf of the Company of an amount equal to the full amount of interest payable on such Interest Payment Date interest payment date on the Note portion so converted. For , from and including the avoidance of doubtConversion Date to, but excluding, such interest payment date, unless either, (i) the Company shall have, in accordance with Section 10.01(a)respect of a Fundamental Change, specified a Fundamental Change Purchase Date which is after such converting Holder shall be entitled to receive accrued record date and unpaid on or before such interest to payment date and the Early Conversion Security is surrendered during such period, (ii) the Company has specified a Redemption Date which is after such record date and on or before such amount of cash shall be delivered to interest payment date and the Security is surrendered during such converting Holder in accordance with Section 10.02(b)(1). period, or (fiii) In the event a Mandatory Conversion Date falls such Security is surrendered for conversion after the close of business on the Regular Record Date but record date immediately preceding the Maturity Date; provided further, however, that, if the Company shall have, prior to the open Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the next Interest Payment DateHolder of such Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.14 or otherwise (it being understood that nothing in this Section 10.02(B) shall affect the Company’s obligations under Section 2.14). Doc#: US1:12666659v9 (C) If a Holder converts more than one Security at the same time, then, notwithstanding the number of full Common Shares issuable upon such conversion, if any, shall be based on the full total principal amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Dateall Securities converted. (gD) Upon surrender of a Note Security that is converted in part, the Trustee shall authenticate for the Holder a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered. (E) If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. (F) To convert interest in a Global Security, beneficial owners must comply with the applicable conversion program procedures of the Depository.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversion, a Holder of a Certificated definitive Note must: (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Security Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.0411.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e11.02(e). If a Holder holds a beneficial interest in a Note that is a Global Security (a “Global Note”), to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1b) (i) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a11.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (3) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b). (d) Except as provided in this Article 10, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(1). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount to the unconverted portion of the Note surrendered.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note Security pursuant to an Early Optional Conversion, a Holder of a Certificated Note Securityholder must: (1i) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or a facsimile of the Conversion Notice Notice, and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2ii) surrender the Note Security to the Conversion Agent; (3iii) furnish appropriate endorsements and transfer documents if required by the Registrar Registrar, Conversion Agent or Conversion Agent;the Company’s transfer agent; and (4iv) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e). If a Holder holds a beneficial interest in a Global NoteSecurity, to convert such NoteSecurity, the Holder must comply with clauses clause (4) and (5iv) above and the DepositaryDTC’s applicable procedures for converting a beneficial interest in a Global NoteSecurity. (1b) Upon conversion of In connection with an Optional Conversion or a Holder’s Note in an Early Mandatory Conversion, the Company shall deliver to such each converting Holder, through the Conversion AgentCompany’s transfer agent, a number of shares of Common Stock per $1,000 principal amount of Notes Securities being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares shares, if applicable, in accordance with Section 10.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes Securities being converted, cash in an amount per $1,000 principal amount of Notes Securities equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to to, but not including, the Early Conversion Date. If a Holder converts more than one Note at ; provided, that if the same timeConversion Date occurs during the period after the Close of Business on any regular record date and before the opening of business on the corresponding interest payment date, notwithstanding such conversion, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount of Notes converted by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that payable with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement Securities will occur be payable on the settlement such interest payment date for the Mandatory Conversion. (2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate Holders in effect whose names the Securities are registered at the Close of Business on such regular record date and accrued interest will not be paid to the Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03)converting Holder. The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (3) The shares of Common Stock due issuable upon conversion of a Global Note Security shall be delivered by the Company in accordance with DTC’s applicable procedures; provided, that, prior to the Depositary’s customary practicesResale Restriction Termination Date, if the Company reasonably determines that the shares of Common Stock are subject to restriction on transfer under the Securities Act at their time of issuance, they shall be issued in a form bearing the Common Stock Restricted Legend and subject to the restrictions on transfer specified therein. (c) Notes Securities surrendered for conversion will be deemed converted at the close Close of business Business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close Close of business Business on such Conversion Date. Prior to the Close of Business on such timeConversion Date, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close Close of business Business on the applicable Conversion Date with respect to a conversion of a Note Security pursuant hereto, all rights of the Holder of such Note Security shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note Security as provided in Section 10.02(b). Settlement of any conversion provided for in this Article 10 shall occur (i) on the second Business Day immediately following the Optional Conversion Date, in the case of an Optional Conversion and (ii) on the Mandatory Conversion Date, in the case of a Mandatory Conversion. (d) Except as provided in this Article 10, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(1). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note Security that is converted in part, the Trustee shall authenticate for the Holder a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered.

Conversion Procedure and Payment Upon Conversion. (a) To convert its Note pursuant to an Early Conversion, a Holder of a Certificated definitive Note must: (1i) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2ii) surrender the Note to the Conversion Agent; (3iii) furnish appropriate endorsements and transfer documents if required by the Security Registrar or Conversion Agent;; and (4iv) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e)11.04. If a Holder holds a beneficial interest in a Note that is a Global Security (a “Global Note”), to convert such Note, the Holder must comply with clauses clause (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1i) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount Original Principal Amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount Original Principal Amount of Notes equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on the aggregate principal amount Reduced Principal Amount of Notes converted by such Holder; provided, that if the Conversion Date with respect to any Note converted pursuant to Early Conversion occurs during the period after the close of business on any Record Date and before the opening of business on the corresponding Interest Payment Date, interest with respect to the Notes converted will be payable on such Interest Payment Date to the Holders in whose names the Notes are registered at the close of business on such Record Date. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (2ii) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount Original Principal Amount of Notes equal to the Conversion Rate in effect on the applicable Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.0311.03). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount Reduced Principal Amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the applicable Mandatory Conversion Date. (3iii) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the Depositary’s customary practices. (c) Notes surrendered for conversion will A Note shall be deemed to have been converted at (in each case, the “Conversion Date”) (i) immediately prior to the close of business on the applicable Conversion Datedate that the Holder has complied with the requirements set forth in Section 11.02(a) with respect to an Early Conversion, and (ii) immediately prior to the close of business on the Mandatory Conversion Date with respect to a Note subject to Mandatory Conversion. The Person in whose name the shares of Common Stock shall be issued upon such any conversion pursuant to this Article 11 shall become the holder of record of such shares as of the close of business on such the applicable Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b)this Article 11. (d) Except as provided in this Article 10, no payment or other adjustment will be made for accrued interest on any Notes converted, and accrued interest, if any, will be deemed to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note for Early Conversion after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date; provided, however, that such Note, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent of an amount equal to the full amount of interest payable on such Interest Payment Date on the Note so converted. For the avoidance of doubt, in accordance with Section 10.01(a), such converting Holder shall be entitled to receive accrued and unpaid interest to the Early Conversion Date and such amount of cash shall be delivered to such converting Holder in accordance with Section 10.02(b)(1). (f) In the event a Mandatory Conversion Date falls after the close of business on the Regular Record Date but prior to the open of business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Date. (g) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in principal amount Original Principal Amount with the Reduced Principal Amount reflected thereon to the unconverted portion of the Note surrenderedNote.

Conversion Procedure and Payment Upon Conversion. (aA) To convert its Note pursuant to an Early Conversiona Security, a Holder must satisfy the requirements of paragraph 9 of the Securities. If a Certificated Note mustSecurity is tendered for conversion in accordance with this Article X, then: (1i) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (2) surrender the Note to the Conversion Agent; (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent; (4) pay all transfer or similar taxes if required pursuant to Section 10.04; and (5) pay funds equal to interest payable on the next Interest Payment Date required by Section 10.02(e). If a Holder holds a beneficial interest in a Global Note, to convert such Note, the Holder must comply with clauses (4) and (5) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance with Section 10.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 principal amount each converting Holder a number of Notes Common Shares equal to the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest to the Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock1) and the amount of cash deliverable in respect of the Early Conversion Payment, if owed pursuant to Section 10.01(a), and accrued and unpaid interest shall be based on (A) the aggregate principal amount of Notes converted Securities to be converted, divided by such Holder. Settlement shall occur on the third Business Day immediately following the applicable Early Conversion Date, except that with respect to any Early Conversion with an Early Conversion Date after the Company has given a Mandatory Conversion Notice, settlement will occur on the settlement date for the Mandatory Conversion. (B) $1,000 multiplied by (2) Upon conversion of the Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 principal amount of Notes equal to the Conversion Rate in effect on the Mandatory relevant Conversion Date (plus provided that the Company shall deliver cash in lieu of fractional shares as described in accordance with Section 10.03clause (ii) below). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the aggregate principal amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the Mandatory Conversion Date. (3ii) The shares of the Company will not issue a fractional Common Stock due Share upon conversion of a Global Note Security. Instead, the Company shall pay cash in lieu of fractional shares based on the Closing Sale Price of Common Shares on the Conversion Date. Whenever a payment for fractional Common Shares is to be delivered made by the Conversion Agent, the Company shall (a) promptly prepare and deliver to the Conversion Agent, a certificate setting forth in accordance with reasonable detail the Depositary’s customary practicesfacts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Conversion Agent in the form of fully collected funds to make such payments. (c) Notes surrendered for conversion will be deemed converted at the close of business on the applicable Conversion Date, and the Person in whose name the shares of Common Stock shall be issued upon such conversion shall become the holder of record of such shares as of the close of business on such Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in Section 10.02(b). (dB) Except as provided in the Securities or in this Article 10X, no payment or other adjustment will be made for accrued interest on a converted Security or for dividends on any Notes converted, and accrued interest, if any, will be deemed Common Shares issued on or prior to be paid by the consideration paid to the Holder upon conversion. Such accrued interest, if any, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. (e) If any Holder surrenders a Note Security for Early Conversion conversion after the close of business on the Regular Record Date but record date for the payment of an installment of interest and prior to the open of business on the next Interest Payment Daterelated interest payment date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Note Security on such Interest Payment Date interest payment date shall be paid on such Interest Payment Date interest payment date to the Holder of record of such Note Security at the close of business on such Regular Record Daterecord date; provided, however, that such NoteSecurity, when surrendered for conversion, must be accompanied by payment in cash to the Conversion Agent on behalf of the Company of an amount equal to the full amount of interest payable on such Interest Payment Date interest payment date on the Note portion so converted. For converted unless either (i) the avoidance of doubtCompany shall have, in accordance with Section 10.01(a)respect of a Fundamental Change, specified a Fundamental Change Purchase Date which is after such converting Holder shall be entitled to receive accrued record date and unpaid on or before such interest to the Early Conversion Date payment date and such amount of cash shall be delivered to Security is converted after such converting Holder in accordance with Section 10.02(b)(1). record date and on or before such interest payment date; (fii) In the event Company has specified a Mandatory Conversion Redemption Date falls which is after such record date and on or before such interest payment date and such Security is converted after such record date and on or before such interest payment date, or (iii) such Security is surrendered for conversion after the close of business on the Regular Record Date but record date immediately preceding the Maturity Date; provided further, however, that, if the Company shall have, prior to the open Conversion Date with respect to a Security, defaulted in a payment of business interest on such Security, then in no event shall the next Interest Payment DateHolder of such Security who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.14 or otherwise (it being understood that nothing in this Section 10.02(B) shall affect the Company's obligations under Section 2.14). (C) If a Holder converts more than one Security at the same time, then, notwithstanding the number of full Common Shares issuable upon such conversion, if any, shall be based on the full total principal amount of interest payable with respect to such Note on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Note at the close of business on such Regular Record Date. In such event, the Holders shall be entitled to retain the full amount of interest payable on such Interest Payment Dateall Securities converted. (gD) Upon surrender of a Note Security that is converted in part, the Company shall execute and Trustee shall shall, upon receipt of a Company Order, authenticate for the Holder a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered. (E) If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. (F) The Company shall authorize the Conversion Agent in writing to deliver Common Shares due upon a conversion (together with cash in lieu of any fractional Common Shares) of a Security by a Holder as soon as practicable after the Conversion Date of such conversion, but in no event later than the third (3rd) Business Day after such Conversion Date. (G) A converting Holder will be treated as the holder of record of the Common Shares deliverable upon conversion as of the close of business on the applicable Conversion Date. (H) To convert interests in a Global Security, Holders must comply with DTC's then applicable conversion program procedures.