Common use of Conversion Procedure Clause in Contracts

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign Each Security shall be convertible at the conversion notice on the back office of the Security and deliver such notice to the Conversion Agent, . (b) surrender In order to exercise the Security conversion right with respect to any interest in Global Securities, the Holder must complete the appropriate instruction form for conversion pursuant to the Conversion AgentDepositary’s book-entry conversion program, (c) furnish appropriate endorsements and transfer documents if required by a Registrar the Company or the Trustee or Conversion Agent, and (d) pay any transfer taxes if required pursuant to Section 6.08. In order to exercise the conversion right with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the conversion notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Security to a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; and (iv) if required, pay any transfer taxes, duties or similar tax, if requiredtaxes payable by such Holder. The date on which the Holder satisfies all of those the applicable requirements set forth above is the "“Conversion Date."” (bc) As soon as practicable after practicable, but in any event (i) in the case of a voluntary conversion by a Holder, within three Business Days of the relevant Conversion DateDate and (ii) in the case of a Mandatory Conversion at the Company’s election pursuant to Section 6.09, and subject to paragraph (c)on the Mandatory Conversion Date specified in the Company Conversion Notice, the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion issue and shall deliver to the Holder at the office of the Securities by delivering to Conversion Agent, a certificate or certificates for the Holder, at the Company's option, either shares number of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in full shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price issuable in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt respect of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender provisions of this Article 6. In case any Securities of a Security that is converted in partdenomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute, execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to such Holder, a new Security equal Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the Security surrendered Securities. Each conversion shall be deemed to have been effected as to any Securities (or portion thereof) converted in a voluntary conversion by a Holder immediately prior to the Close of Business on the date on which the requirements set forth above in Section 6.02(b) have been satisfied as to such Securities (or portion thereof), or immediately prior to the Close of Business on the Mandatory Conversion Date for conversions pursuant to Section 6.09; provided, however, that the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become as of the relevant Conversion Date or the Mandatory Conversion Date, as the case may be, the Holder of record of the shares of Common Stock represented thereby; provided further, that in case of any such surrender on any date when the share transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become the record Holder thereof for all purposes on the next day on which such share transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Securities shall be surrendered. (d) Upon the conversion of an interest in Global Securities, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee. (e) Each share certificate representing shares of Common Stock issued upon conversion of the Securities that are Restricted Securities shall bear appropriate legends regarding restrictions on the transfer of such Common Stock comparable to those set forth in Section 2.02.

Conversion Procedure. (a) To convert a Security, a A Holder must do each of the following in order to convert shares of Series A Preferred Stock: (ai) in the case of a conversion pursuant to Section 6(a), complete and manually sign execute the conversion notice on provided by the back of Conversion Agent (the Security “Conversion Notice”), and deliver such notice to the Conversion Agent; provided, however that a Conversion Notice may be conditional on the completion of a Change of Control or other corporate transaction; (bii) surrender the Security to the Conversion AgentAgent the certificate or certificates (if any) representing the shares of Series A Preferred Stock to be converted (or, if such Holder alleges that such certificate or certificates have been lost, stolen or destroyed, a lost certificate or certificates affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate or certificates); (ciii) if required, furnish appropriate endorsements and transfer documents in a form reasonably acceptable to the Company; and (iv) if required required, pay any stock transfer, documentary, stamp or similar taxes not payable by a Registrar or the Conversion AgentCompany pursuant to Section 18. The foregoing clauses (ii), (iii) and (div) pay any transfer shall be conditions to the issuance of shares of Common Stock to the Holders in the event of a Mandatory Conversion pursuant to Section 7 or similar taxa conversion pursuant to Section 9(c) (but, if required. The date for the avoidance of doubt, not to the Mandatory Conversion of the shares of Series A Preferred Stock on which the Holder satisfies all of those requirements is the "Mandatory Conversion Date." (b) As soon as practicable after , which such Mandatory Conversion shall be deemed to occur automatically on the Conversion Date, and subject nor to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering shares of Series A Preferred Stock pursuant to Section 9(c), which such conversion shall be deemed to occur automatically on the date that is five (5) Business Days after the Test Date). The Holder may, in respect of a Mandatory Conversion or a conversion pursuant to Section 9(c), deliver a notice to the HolderConversion Agent specifying, at in respect of the Company's option, either deliverable shares of Common Stock, cash, or a combination delivery method of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holdereither book-entry basis, through the Trusteefacilities of The Depositary Trust Company (if eligible) or certificated form. If no such notice is delivered, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Securityhave chosen delivery by book-entry. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a A Holder must do each of the following in order to receive shares Series B-1 Preferred Stock upon conversion of shares of Series B-2 Preferred Stock pursuant to this Section 8: (ai) in the case of an Optional Conversion, complete and manually sign the conversion notice on in the back of form attached hereto as Exhibit I (the Security “Conversion Notice”), and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender a Conversion Notice may be conditional on the completion of a Security Change of Control or other corporate transaction as such Holder may specify; (ii) if required, furnish appropriate endorsements and transfer documents; and (iii) if required, pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 17. The foregoing clauses (ii) and (iii) shall be conditions to the issuance of shares of Series B-1 Preferred Stock to the Holders in the event of a Mandatory Conversion pursuant to Section 7 (but, for the avoidance of doubt, not the Mandatory Conversion of the shares of Series B-2 Preferred Stock on the Mandatory Conversion Date). Notwithstanding the foregoing, no Holder shall be required to physically surrender any date when certificate(s) representing the stock transfer books Series B-2 Preferred Stock to the Company until all shares of Series B-2 Preferred Stock represented by such certificate(s) have been converted in full (the “Final Conversion”), in which case the applicable Holder shall surrender such certificate(s) to the Company for cancellation within three (3) Trading Days following the final Conversion Date (it being acknowledged and agreed that such surrender shall not be a condition to the Holder’s right to receive shares of Series B-1 Preferred Stock upon, or the effectiveness of, such conversion; provided, however, that the Company shall not be closed shall be effective obligated to constitute deliver a stock certificate representing shares of Series B-1 Preferred Stock issued upon the person or persons entitled to receive Final Conversion until the certificate(s) representing the shares of Common Series B-2 Preferred Stock upon such so converted by the Holder shall have been surrendered). Delivery of a Conversion Notice with respect to a partial conversion shall have the same effect as cancellation of the record holder or holders of original certificate(s) representing such shares of Common Series B-2 Preferred Stock on such date, but such surrender shall be effective to constitute and issuance of a certificate representing the person or persons entitled to receive such remaining shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closedSeries B-2 Preferred Stock. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in In accordance with the Applicable Procedures as in effect from time to time. (g) Upon preceding sentence, upon the written request of the applicable Holder and the surrender of a Security that is converted in partcertificate(s) representing shares of Series B-2 Preferred Stock, the Company shall executeshall, and the Trustee shall authenticate and within three (3) Trading Days of such request, deliver to the Holder, a new Security equal such Holder certificate(s) (as specified by such Holder in principal amount to the unconverted portion such request) representing such remaining shares of the Security surrenderedSeries B-2 Preferred Stock.

Conversion Procedure. (a) To convert a SecurityNote, a the Holder thereof must (a1) complete and manually sign the conversion notice on "Form of Election to Convert" thereon (unless such Holder is The Depository Trust Company ("DTC") or its nominee, in which case the back customary procedures of the Security and deliver DTC will apply), (2) surrender such notice Note to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a the Note Registrar or the Conversion Agent, Agent and (d4) pay any transfer or similar tax, tax if requiredrequired by Section 1206. The date on which Conversion Agent (if other than the Holder satisfies all of those requirements is the "Conversion Date." Company) shall promptly (band in any event within two business days) As soon as practicable after the Conversion Date, and subject to paragraph (c), notify the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the each such conversion. The Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver delivery to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a fixed number of shares of Common Stock (and any cash in lieu of fractional shares of Common Stock into which such Note is converted) shall be deemed to satisfy the Company's obligation to pay the principal amount of such Note and, except as provided in the next sentence, all accrued interest on such Note. If such Note (including a Note which has been called for redemption and even if a Change of Control Offer has been made) is converted after a Regular Record Date and prior to the related Interest Payment Date, the full interest installment on such Note scheduled to be paid on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of record at the close of business on such record date. (b) As promptly as practicable after the surrender of a Note in compliance with this Section 1202, the Company shall issue and deliver at the office or agency of the Note Registrar or the Conversion Agent to such Holder, or on such Holder's written order, a certificate or certificates for the full number of whole shares of Common Stock issuable upon the conversion of such Note in accordance with the provisions of this Article Twelve and a check or cash with respect to any fractional share of Common Stock arising upon such conversion as provided in Section 1203. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, then, subject to Article Two, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the quotient of (A) the amount unconverted portion of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Periodsurrendered Note. (c) Upon receipt of the Each conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to have been effected on the date on which such Note shall have been surrendered in compliance with this Section 1202, and the Person in whose name any certificate or certificates for shares of Common Stock shall be a stockholder issuable upon such conversion shall be deemed to have become on said date the holder of record on of the Conversion Dateshares of Common Stock represented thereby for all purposes; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the such shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; providedopen and, furtherin any such case, that such conversion shall be at the Conversion Price in effect on the date on which such Note shall have been surrendered. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered to that Conversion Date as if Agent on the stock transfer books next succeeding Business Day. Provisions of the Company had not been closed. Upon this Indenture that apply to conversion of all of a Note also apply to conversion of a Security, such person shall no longer be a Holder portion of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a SecurityNote. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice Subject to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (cSection 13.02(b), the Company shall will satisfy all the Conversion Obligation with respect to each $1,000 principal amount of its obligations ("Conversion Obligations") upon Notes tendered for conversion of the Securities by delivering to the Holder, at the Company's option, either in cash and shares of fully paid Common Stock, cashif applicable, or a combination by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash and shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the related Observation Period; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (k) below. The Daily Settlement Amounts shall be determined by the Company promptly following manner:the last day of the Observation Period. (1b) Notwithstanding Section 13.02(a), the Company shall satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion to which Additional Shares shall be added to the Conversion Rate as set forth in Section 13.01(e) pursuant to this clause (b). (A) If the last day of the applicable Observation Period related to Notes surrendered for conversion is prior to the third Trading Day preceding the Effective Date of the Fundamental Change, the Company elects to will satisfy the entire related Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion as described in Section 13.02(b) by delivering the cash and shares of Common Stock ("Share Settlement"based on the Conversion Rate, but without regard to the number of Additional Shares to be added to the Conversion Rate pursuant to Section 13.01(e)) on the third Trading Day immediately following the last day of the applicable Observation Period. As soon as practicable following the Effective Date of the Fundamental Change, then the Company will deliver to the Holder increase in such amount of cash and Reference Property in lieu of shares of Common Stock equal Stock, if any, as if the Conversion Rate had been increased by such number of Additional Shares during the related Observation Period (and based upon the related Daily VWAP prices during such Observation Period). If such increased amount of cash and shares, if any, results in an increase to the quotient of (A) the aggregate principal amount of Securities cash to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects paid to satisfy the entire Conversion Obligation in cash ("Cash Settlement")holders, then the Company will deliver pay such increase in cash, and if such increased amount results in an increase to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal Stock, the Company will deliver such increase by delivering Reference Property based on such increased number of shares. (B) If the last day of the applicable Observation Period related to Notes surrendered for conversion is on or following the quotient third scheduled Trading Day preceding the Effective Date of such Fundamental Change, the Company will satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion as described in Section 13.01(b) (based on the Conversion Rate as increased by the Additional Shares pursuant to Section 13.01(e) above) on the later to occur of (A1) the amount Effective Date of the Cash Settlement as set forth in clause Fundamental Change and (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean third Trading Day immediately following the last day of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Observation Period. (c) Upon receipt Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (1) in the case of a Global Note, comply with the procedures of the conversion Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i) and, if required, pay all taxes or duties, if any, and (2) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice from to the Conversion Agent in the form on the reverse of such certificated Note (or a Holder by facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent: , (1C) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i), and (D) if required, pay all taxes or duties, if any. A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in this Section 13.02(c). No Notice of Conversion with respect to any Notes may be tendered by a holder thereof if such holder has also tendered a Designated Event Repurchase Notice and not validly withdrawn such Designated Event Repurchase Notice in accordance with the applicable provisions of Section 14.01 or 14.02, as the case may be, except with respect to any portion of such Note that is not subject to the Designated Event Repurchase Notice. If more than one Note shall be surrendered for conversion at one time by the Company elects to satisfy same holder, the Conversion Obligation by Share Settlementwith respect to such Notes, then settlement in Common Stock will if any, that shall be made payable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or prior specified portions thereof to the fifth (5thextent permitted thereby) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Periodso surrendered. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion Delivery of the Securities) has occurred and is continuing, amounts owing in satisfaction of the Conversion Obligation shall be made by the Company may not pay in no event later than the date specified in Section 13.02(a), except to the extent specified in Section 13.02(b). The Company shall make such delivery by paying the cash upon conversion amount owed to the Conversion Agent or to the holder of the Note surrendered for conversion, or such holder’s nominee or nominees, and by issuing, or causing to be issued, and delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock, if any, to which such holder shall be entitled as part of such Conversion Obligation (together with any Security or portion cash in lieu of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered In case any Note shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in partpartial conversion, the Company shall execute, execute and the Trustee shall authenticate and deliver to or upon the Holderwritten order of the holder of the Note so surrendered, without charge to such holder, a new Security equal Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the Security surrenderedsurrendered Notes. (f) If a holder submits a Note for conversion, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in a name other than the holder’s name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 13.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (h) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (i) Upon conversion, a Noteholder will not receive any separate cash payment for accrued and unpaid interest except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest to, but not including, the Conversion Date. As a result, accrued and unpaid interest to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date, holders of such Notes as of the close of business on the record date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest payable on the Notes so converted; provided, however, that no such payment need be made (i) if the Company has specified a Designated Event Purchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; (ii) to the extent of any overdue interest existing at the time of conversion with respect to such Note; or (iii) for conversions following the regular record date immediately preceding the Maturity Date. Except as described above, no payment or adjustment will be made for accrued interest on converted Notes.

Conversion Procedure. (a) To Before any Holder of a Note shall be entitled to convert the same, such Holder shall (1) surrender such Note to the Administrative Co-Issuer and give written notice to Administrative Co-Issuer (with a Securitycopy to Note Agent) in the form on the reverse of the certificate representing such Note (the “Conversion Notice”) that such Holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted (which shall be equal to or an integral multiple of $1,000 principal amount) and the name or names (with addresses) in which such Holder wishes the certificate or certificates for Common Stock representing the Settlement Shares to be registered, and (2) if the Conversion Date is to occur after an Interest Record Date but prior to the corresponding Interest Payment Date, pay to Holdings, at the time such Holder gives the Conversion Notice, an amount in cash equal to the amount of interest (including Additional Amounts, if any) payable in cash on such Interest Payment Date on the Notes to be converted. Before any such conversion, a Holder must (a) complete also shall pay all taxes or duties, if any, as provided in Section 10.7 and manually sign any amount payable pursuant to Section 10.3(f). If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full Settlement Shares that shall be deliverable upon conversion notice shall be computed on the back basis of the Security and deliver such notice aggregate principal amount of the Notes (or specified portions thereof to the Conversion Agent, (bextent permitted thereby) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Dateso surrendered." (b) As Upon conversion, the Co-Issuers shall make a payment to Holders of the Notes being converted with respect to any accrued and unpaid interest (including Additional Amounts, if any) up to but not including the Conversion Settlement Date on the Notes converted. All interest payable to Holders of the Notes to be converted shall be paid in cash on the Conversion Settlement Date. No payment shall be made in respect of dividends on the Common Stock with a record date prior to the Conversion Settlement Date. (c) A Note shall be deemed to have been converted immediately before the Close of Business on the Business Day (the “Conversion Date”) that the Holder has complied with the requirements of Section 10.3(a) if all such requirements shall have been satisfied by noon (New York City time) on such Business Day, and, in all other cases, the Conversion Date shall be the next succeeding Business Day. (d) The Co-Issuers shall, on the Conversion Settlement Date, issue, or cause to be issued, and deliver to such Holder, or such Holder’s nominee or nominees, certificates for the number of full Settlement Shares to which such Holder shall be entitled upon conversion. The Co-Issuers shall not be required to deliver certificates for Settlement Shares while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for Settlement Shares shall be issued and delivered as soon as practicable after the Conversion Dateopening of such books or security register, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock Settlement Shares upon such conversion shall be treated for all purposes as the record holder or holders of such shares Settlement Shares, as of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares Close of Common Stock as the record holder or holders thereof for all purposes at the close of business Business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the applicable Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a SecuritySettlement Date. (fe) Anything herein to the contrary notwithstanding, in the In case of Global Securities, conversion notices may be delivered and such Securities may any Note shall be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in partpartial conversion, the Company Co-Issuers shall execute, and the Trustee shall authenticate execute and deliver to or upon the Holderwritten order of the Holder of the Note so surrendered, without charge to such Holder (subject to the provisions of Section 10.7 hereof), a new Security equal Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the Security surrenderedsurrendered Notes. (f) By delivering to the Holder surrendering any Note or such Holder’s nominee or nominees Settlement Shares, together with a cash payment in lieu of any fractional shares, with respect to any Note surrendered for conversion, Co-Issuers shall have satisfied in full their obligation to convert such Note, and upon such delivery, accrued and unpaid interest, if any, and Additional Amounts, if any, with respect to such Note shall be deemed to be paid in full rather than canceled, extinguished or forfeited, and such amounts shall no longer accrue.

Conversion Procedure. (1) In order to exercise the conversion privilege herein provided for at Section 4.1 or following the conditional conversion provided for at Section 4.2, the Holder of any Debenture converted pursuant to Section 4.2 or to be converted pursuant to Section 4.1 shall surrender such Debenture to the Trustee at its corporate trust office in New York City or at such other place or places if any that are designated by the Company with the approval of the Trustee, with, in the case of a conversion pursuant to Section 4.1, the notice of exercise in the form of Schedule "C-2" (a "CONVERSION NOTICE") duly completed by such Holder or such Holder's duly authorized executors, administrators or other legal representative or attorney duly appointed by any individual in writing in the form and executed in the manner satisfactory to the Trustee acting reasonably, specifying the portion of the principal amount thereof which is to be converted. If any Subordinate Voting Shares into which such Debenture is to be converted are to be issued to a person or persons other than the registered Holder of such Debenture, such Debenture shall be accompanied by payment from the Holder to the Trustee of any transfer tax or government or other charge which may be payable by reason thereof. The completion by the Holder of any Debenture of the Conversion Notice, as the case may be, and the surrender of said Debenture shall be deemed and constitute a contract between the Holder of such Debenture (or such Holder's executors, administrators of other legal representative or attorney duly appointed, as the case may be) and the Company whereby: (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is such Debenture subscribes for the "Conversion Date."number of Subordinate Voting Shares which it shall be entitled to receive upon such conversion; (b) As soon as practicable after the Conversion Date, and subject to paragraph (c), Holder of such Debenture releases the Company shall satisfy from all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering liability thereon or from all liability with respect to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (principal amount thereof to be converted, as the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period.case may be; and (c) Upon receipt the Company agrees that the surrender of such Debenture for conversion constitutes full payment of the conversion notice from a Holder by subscription price for the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made Subordinate Voting Shares issuable on or prior to the fifth (5th) Trading Day following the receipt of such conversion noticeconversion. (2) If On the Conversion Date, the Company elects shall ensure that the following conditions are met (unless waived by the converting Holder): (a) the Subordinate Voting Shares to satisfy be issued upon conversion are to be freely tradeable and free of resale restrictions under Applicable Securities Legislation in Canada; (b) the Conversion Obligation by Cash Settlement or Combined Settlement, listing of such additional Subordinate Voting Shares on each Recognized Exchange on which the Subordinate Voting Shares are then listed; (c) the Company will notify being a reporting issuer in good standing under Applicable Securities Legislation in Canada when the Holder, through the Trustee, distribution of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period.such Subordinate Voting Shares occurs; (d) If an no Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has shall have occurred and is be continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares).; (e) The person in whose name the Common Stock certificate is registered shall be deemed receipt by the Trustee of an Officers' Certificate stating that conditions (a), (b), (c) and (d) above have been satisfied and setting forth the number of Subordinate Voting Shares to be a stockholder delivered for each US$1,000 principal amount of record on the Conversion DateDebentures; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security.and (f) Anything herein the receipt by the Trustee of an Opinion of Counsel to the contrary notwithstandingeffect that such Subordinate Voting Shares have been duly authorized and, in the case of Global Securities, conversion notices may be when issued and delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver pursuant to the Holder, a new Security equal terms of this Indenture in payment of the principal amount to the unconverted portion of the Security surrenderedDebentures outstanding, will be validly issued, fully paid and non-assessable, that conditions (a) and (b) above have been satisfied and that, relying exclusively on certificates of good standing issued by the relevant securities authorities, condition (c) above is satisfied, except that the opinion need not be expressed with respect to those provinces which do not issue such certificates.

Conversion Procedure. (a) To convert As promptly as practicable after receipt by the Borrower or IFC, as the case may be, of a SecurityConversion Notice, a Holder must (a) complete and manually sign the Borrower shall take all such actions as may be necessary or desirable in accordance with all applicable stock exchange or other legal requirements to give effect to the conversion notice of the Conversion Amount into Common Stock, including, without limitation: (i) obtaining all Authorizations and corporate approvals that are required in connection with such conversion; (ii) causing any amendment to the Charter in connection with such conversion to be filed with all relevant Authorities; and (iii) taking all such other steps as may be necessary for any increase in the authorized capital stock of the Borrower necessary for giving effect to such conversion to be duly registered on the back books of the Security Borrower and deliver with all relevant Authorities; all such notice actions to be made prior to and effective on and as of the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable practicable, but in any event not later than forty-five (45) days after the Conversion Date, and subject the Borrower shall deliver to paragraph IFC (c)i) the certificates, the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, each registered in the following manner: (1) If name of IFC, for the Company elects to satisfy the entire Conversion Obligation in number of full shares of Common Stock issued upon the conversion, and ("Share Settlement"ii) a check for any fractional share in accordance with Section 7.02 (c), then the Company will deliver . IFC shall be treated as a stockholder of record with respect to the Holder such shares of Common Stock on and after the Conversion Date. (c) The Borrower shall not issue a fractional share of Common Stock upon conver­sion of the Conversion Amount. Instead, the Borrower shall deliver a check for an amount in Dollars equal to the quotient current market value of the fractional share. The current market value of a fraction of a share shall be a product of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (Bx) the Conversion Price in effect on multiplied by (y) the Conversion Date;fraction (rounded to the nearest cent). (2d) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided The delivery by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean Borrower of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a fixed number of shares of Common Stock equal pursuant to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered this Section 7.02 shall be deemed to be a stockholder of record on satisfy the Conversion Date; provided, however, that no surrender of a Security on any date when Borrower’s obligation to pay the stock transfer books principal amount of the Company C Loan, all accrued interest thereon and all other amounts accrued under this Agreement that have not been paid. Such Common Stock shall be closed shall be effective to constitute the person or persons entitled to receive the shares treated as issued first in payment of Common Stock upon such conversion as the record holder or holders accrued interest, second in payment of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books principal of the Company had not been closed. Upon conversion C Loan and then in payment of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Securityall other unpaid amounts. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign Each Note shall be convertible at the conversion notice on the back office of the Security and deliver such notice to the Conversion Agent, (. b) surrender In order to exercise the Security conversion right with respect to any interest in Global Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Conversion AgentDepositary’s book-entry conversion program, (c) furnish appropriate endorsements and transfer documents if required by a Registrar the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 7.03(c) and any transfer taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (d1) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the conversion notice; (2) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (3) if required, furnish appropriate endorsements and transfer documents, (4) if required pursuant to Section 7.08, pay any transfer taxes or similar tax, duties; and (5) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(c). The date on which the Holder satisfies all of those the applicable requirements set forth above is the "“Conversion Date."” (bc) As soon as practicable after On the third Business Day immediately following the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion issue and shall deliver to the converting Holder at the office of the Securities by delivering to Conversion Agent, a certificate or certificates for the Holder, at the Company's option, either shares number of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in full shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price issuable in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt respect of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender provisions of this Article 7. In case any Notes of a Security that is converted in partdenomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute, execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, a new Security Notes in authorized denominations in an aggregate Principal Amount equal in principal amount to the unconverted portion of the Security surrenderedsurrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the Conversion Date for such Notes (or portion thereof) and the converting Holder shall be deemed to have become the record holder of any shares of Common Stock due upon such conversion as of the Close of Business on the relevant Conversion Date. d) Upon the conversion of an interest in a Global Note, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee. e) Each share certificate representing Common Stock issued upon conversion of the Notes that are Restricted Notes shall bear the Restricted Stock Legend as set forth in Section 3.07.

Conversion Procedure. (a) To convert a SecurityUpon any conversion of any Notes, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, third (b3rd) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after Trading Day immediately following the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (Ai) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Cash Settlement Conversion Rate in effect as of such Conversion Date; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (j) below; provided, further for any conversion that occurs on or after the record date immediately preceding the Maturity Date, the Company shall deliver such shares on the Maturity Date. (b) Before any holder of a Note shall be entitled to a conversion as set forth above, such holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in clause Section 13.02(h) and, if required, pay all taxes or duties, if any, and (2ii) above minus in the case of a Note issued in definitive form, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the form on the reverse of such Partial Cash Amount divided by definitive Note (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes surrendered for conversion and the name or names (with addresses) in which such holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon conversion of the Notes to be registered, (B) surrender such Notes, duly endorsed to the arithmetic mean Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Volume Weighted Average Prices Conversion Agent, (C) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(h), and (D) if required, pay all taxes or duties, if any. A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in this Section 13.02(b). No Conversion Notice with respect to any Notes may be delivered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 14.01. If more than one Note shall be converted at one time by the same holder, the number of shares of Common Stock deliverable upon conversion shall be computed on the basis of the Common Stock on each Trading Day during aggregate principal amount of the applicable Cash Settlement Averaging PeriodNotes (or specified portions thereof to the extent permitted thereby) so converted to the Company. (c) Upon receipt Delivery of the shares of Common Stock upon conversion notice from a Holder shall be made by the Company in no event later than the date specified in Section 13.02(a). The Company shall make such delivery by issuing, or causing to be issued, and delivering to the Conversion Agent: (1) If Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Company elects to satisfy Depositary for the Conversion Obligation by Share Settlement, then settlement in number of full shares of Common Stock will to which such holder shall be made on or prior to the fifth (5th) Trading Day following the receipt entitled as part of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, together with any cash in lieu of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the Notes not surrendered for conversion. (e) The Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in a name other than the holder’s name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (f) Except as provided in Section 13.03, no adjustment shall be made for dividends on any shares issued upon conversion by the Company with respect to any Note as provided in this Article. (g) Upon the conversion with respect to an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any Notes surrendered for conversion through any Conversion Agent other than the Trustee. (h) Except as set forth below or provided in Section 13.01(b)(ii) or Section 13.11(b), upon conversion, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest (including Additional Interest, if any). The Company’s settlement of the conversion as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date. As a result, accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date, holders of such Notes as of the close of business on the record date will receive the interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on such Notes; provided, however, that no such payment need be made (i) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; (ii) if the Company has specified a Conversion Termination Date that is prior to August 15, 2014 or after a record date and on or prior to the corresponding Interest Payment Date; (iii) in respect of any conversion in connection with the Make-Whole Fundamental Change; (iv) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (v) to the extent of any overdue interest existing at the time of conversion with respect to such Note. (i) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the relevant Conversion Date. The person in whose name the certificate or certificates for the number of shares of Common Stock certificate is registered that shall be deemed to be a stockholder issuable upon such conversion shall become the holder of record of such shares of Common Stock as of the close of business on the such Conversion Date; provided, however, that no surrender of a Security Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon the conversion of a Securitywith respect to the Notes, such person Person shall no longer be a Holder of such Security. Noteholder. (j) No payment or adjustment will be made for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may any Note or Notes. If more than one Note shall be surrendered for conversion in accordance at one time by the same holder, the number of full shares that shall be issued by the Company shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issued with the Applicable Procedures as in effect from time respect to time. any Note or Notes (g) Upon surrender of a Security that is converted in partor specified portions thereof), the Company shall execute, and the Trustee shall authenticate and deliver pay a cash adjustment in respect of such fraction (calculated to the Holder, nearest one-100th of a new Security share) in an amount equal in principal amount to the unconverted portion same fraction of the Security surrenderedLast Reported Sale Price of the Common Stock on the relevant Conversion Date.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice Subject to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (cSection 4.02(b), the Company shall will satisfy all the Conversion Obligation with respect to each $1,000 principal amount of its obligations ("Conversion Obligations") upon Notes tendered for conversion of the Securities by delivering to the Holder, at the Company's option, either in cash and shares of fully paid Common Stock, cashif applicable, or a combination by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash and shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the twenty (20) Trading Days during the related Observation Period; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (k) below. The Daily Settlement Amounts shall be determined by the Company promptly following manner:the last day of the Observation Period. (1b) Notwithstanding Section 4.02(a), the Company shall satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion to which Additional Shares shall be added to the Conversion Rate as set forth in Section 4.01(e) pursuant to this clause (b). (i) If the last day of the applicable Observation Period related to Notes surrendered for conversion is prior to the third Trading Day preceding the Effective Date of the Fundamental Change, the Company elects to will satisfy the entire related Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion as described in Section 4.02(b) by delivering the cash and shares of Common Stock ("Share Settlement"based on the Conversion Rate, but without regard to the number of Additional Shares to be added to the Conversion Rate pursuant to Section 4.01(e)) on the third Trading Day immediately following the last day of the applicable Observation Period. As soon as practicable following the Effective Date of the Fundamental Change, then the Company will deliver to the Holder increase in such amount of cash and Reference Property in lieu of shares of Common Stock equal Stock, if any, as if the Conversion Rate had been increased by such number of Additional Shares during the related Observation Period (and based upon the related Daily VWAP prices during such Observation Period). If such increased amount of cash and shares, if any, results in an increase to the quotient of (A) the aggregate principal amount of Securities cash to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects paid to satisfy the entire Conversion Obligation in cash ("Cash Settlement")Holders, then the Company will deliver pay such increase in cash, and if such increased amount results in an increase to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal Stock, the Company will deliver such increase by delivering Reference Property based on such increased number of shares. (ii) If the last day of the applicable Observation Period related to Notes surrendered for conversion is on or following the quotient third scheduled Trading Day preceding the Effective Date of such Fundamental Change, the Company will satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion as described in Section 4.01(b) (based on the Conversion Rate as increased by the Additional Shares pursuant to Section 4.01(e) above) on the later to occur of (A1) the amount Effective Date of the Cash Settlement as set forth in clause Fundamental Change and (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean third Trading Day immediately following the last day of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Observation Period. (c) Upon receipt Before any Holder of a Note shall be entitled to convert the same as set forth above, such Holder shall (1) in the case of a Global Security, comply with the procedures of the conversion Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 4.02(i) and, if required, pay all taxes or duties, if any, and (2) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice from to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder by wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent: , (1C) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 4.02(i), and (D) if required, pay all taxes or duties, if any. A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 4.02(c). No Notice of Conversion with respect to any Notes may be tendered by a Holder thereof if such Holder has also tendered a Repurchase Notice and not validly withdrawn such Repurchase Notice in accordance with the applicable provisions of Section 5.03. If more than one Note shall be surrendered for conversion at one time by the Company elects to satisfy same Holder, the Conversion Obligation by Share Settlementwith respect to such Notes, then settlement in Common Stock will if any, that shall be made payable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or prior specified portions thereof to the fifth (5thextent permitted thereby) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Periodso surrendered. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion Delivery of the Securities) has occurred and is continuing, amounts owing in satisfaction of the Conversion Obligation shall be made by the Company may not pay in no event later than the date specified in Section 4.02(a), except to the extent specified in Section 4.02(b). The Company shall make such delivery by paying the cash upon conversion amount owed to the Conversion Agent or to the Holder of the Note surrendered for conversion, or such Holder’s nominee or nominees, and by issuing, or causing to be issued, and delivering to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock, if any, to which such Holder shall be entitled as part of such Conversion Obligation (together with any Security or portion cash in lieu of a Security (other than cash for fractional shares). (e) The person In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in whose name authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (f) If a Holder submits a Note for conversion, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests any shares of Common Stock certificate is registered to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 4.03, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (h) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (i) Upon conversion, a Holder will not receive any separate cash payment for accrued and unpaid interest except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest to the Conversion Date. As a result, accrued and unpaid interest to the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a Regular Record date, Holders of such Notes as of the close of business on the Regular Record date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest payable on the Notes so converted; provided, however, that no such payment need be made (i) if the Company has specified a Designated Event Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (ii) to the extent of any overdue interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest on converted Notes. (j) The Person in whose name the certificate for any shares of Common Stock issued upon conversion is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such Security. Holder. (k) No payment or adjustment will be made for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may any Note or Notes. If more than one Note shall be surrendered for conversion in accordance with at one time by the Applicable Procedures as in effect from time to time. same Holder, the number of full shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (gor specified portions thereof) Upon surrender so surrendered. Instead of a Security any fractional share of Common Stock that is converted in partwould otherwise be issued upon conversion of any Note or Notes (or specified portions thereof), the Company shall execute, and the Trustee shall authenticate and deliver pay a cash adjustment in respect of such fraction (calculated to the Holder, nearest one-100th of a new Security share) in an amount equal in principal amount to the unconverted portion same fraction of the Security surrenderedClosing Price of the Common Stock on the last day of the applicable Observation Period.

Conversion Procedure. A Holder wishing to convert all or a portion of a Note shall (ai) To convert in the case of a SecurityGlobal Note, comply with the Applicable Procedures in effect at that time and (ii) in the case of a Holder must Definitive Note (ax) complete and complete, manually sign the conversion notice on the back of the Security and deliver such an irrevocable notice to the Conversion AgentAgent as set forth in the Form of Notice of Conversion (or a copy thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of such Note to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for the shares of Common Stock to be delivered upon settlement of the Conversion Obligation or the physical delivery of the Make-Whole Obligation, if applicable, to be registered, (by) surrender the Security such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion AgentAgent and (z) if required, (c) furnish appropriate endorsements and transfer documents if required documents. The Trustee and the Conversion Agent shall notify the Company of any conversion pursuant to this Article 10 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be delivered by a Registrar or Holder thereof if such Holder has also delivered a Change of Control Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Change of Control Repurchase Notice in accordance with Section 3.02. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Agent, Obligation and (d) pay any transfer or similar tax, if required. The date the Make-Whole Obligation with respect to such Notes shall be computed on which the Holder satisfies all basis of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by Notes (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver or specified portions thereof to the Holder cash in an amount equal to the product of (Aextent permitted thereby) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security so surrendered.

Conversion Procedure. (a) To convert a -------------------- Security, a Holder must satisfy the requirements in paragraph 8 of the Securities and (ai) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (bii) surrender the Security to the Conversion Agent, (ciii) furnish appropriate endorsements and transfer documents if required by a the Registrar or the Conversion Agent, and (div) pay any transfer or similar other tax, if requiredrequired by Section 10.04 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of those the foregoing requirements is the "Conversion Date." (b) . As --------------- soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Class A Common Stock issuable upon the conversion and subject cash in lieu of any fractional shares pursuant to paragraph (c)Section 10.05; provided, however, that in the event of a Principal Value Conversion referred to below in this Section 10.02, the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of through the Conversion Agent such cash and/or Class A Common Stock equal as shall be specified in the Principal Value Conversion Notice pertaining to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period")Principal Value Conversion. Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest, if any (including contingent interest, if any), or Liquidated Damages, if any, on a converted Security or for dividends or distributions on shares of Class A Common Stock issued upon conversion of a Security. Security (f) Anything herein provided that the shares of Class A Common Stock received upon conversion of Securities shall continue to the contrary notwithstandingaccrue Liquidated Damages, in the case of Global Securitiesas applicable, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as Registration Rights Agreement and shall be entitled to receive, at the next interest payment date, any accrued and unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in effect from time an amount equal to the interest (including contingent interest, if any) or Liquidated Damages, if any, payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a Redemption Date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including contingent interest, if any) or Liquidated Damages, if any, payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. If a Holder converts more than one Security at the same time. (g) , the number of shares of Class A Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If on the date of conversion of a Security pursuant to the 95% Trading Condition the Closing Price per share of Class A Common Stock is greater than the Conversion Price, the Company may elect to pay to the Holder of such Security, in lieu of issuance of Conversion Shares based on the Conversion Price, cash or Class A Common Stock or a combination of cash and Class A Common Stock, at the Company's option, with a value equal to the principal amount of the Security surrendered for conversion as of such Conversion Date (a "Principal Value Conversion"). The Company shall notify -------------------------- the surrendering Holder of any Security whose conversion is a Principal Value Conversion and the Trustee (such notice being a "Principal Value --------------- Conversion Notice") of such Principal Value Conversion by the second Trading ----------------- Day following the Conversion Date for such conversion whether the Company shall pay to such Holder all or a portion of the principal amount of such Security in cash, Class A Common Stock or a combination of cash and Class A Common Stock and, if a combination, the percentages of the principal amount in respect of which it will pay in cash or Class A Common Stock. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid upon a Principal Value Conversion once the Company has given its Principal Value Conversion Notice to the Holder surrendering such Security whose conversion is a Principal Value Conversion. Any Class A Common Stock to be delivered upon a Principal Value Conversion shall be valued at the greater of (x) the Conversion Price on the Conversion Date for such conversion and (y) the Closing Price per share of Class A Common Stock on the third Trading Day after such Conversion Date. The Company shall pay any portion of the principal amount to be paid in cash in a Principal Value Conversion on the third Trading Day after the Conversion Date for such conversion. With respect to any portion of the principal amount to be paid in Class A Common Stock in a Principal Value Conversion, the Company shall deliver the Class A Common Stock to the Holder of the Security surrendered for conversion in such Principal Value Conversion on the fourth Trading Day following the Conversion Date for such conversion.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back all or any portion of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate outstanding principal amount of Securities this Note, the party seeking to be converted convert pursuant to Section 2(a) hereof (the "Initiating Party") shall: (i) transmit by the Holder divided by facsimile (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"or otherwise deliver), then the Company will deliver for receipt on or prior to the Holder cash in an amount equal to the product of 5:00 p.m. (ACalifornia time) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, a copy of a fully executed notice of conversion in the form attached hereto as EXHIBIT A (the "Conversion Notice") to the other party and (ii) upon confirmation of receipt of the Conversion Notice by such other party, as provided herein, (A) the Initiating Party shall surrender to a common carrier for overnight delivery to the other party the originally executed Conversion Notice and (B) the arithmetic mean of Holder shall surrender to a common carrier for overnight delivery to the Volume Weighted Average Prices of Maker the Common Stock on each Trading Day during the Cash Settlement Averaging Period; ororiginal Note to be converted. (3b) If Upon receipt of a facsimile copy of a Conversion Notice, the Company elects to satisfy a portion of Holder or the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash AmountMaker, as applicable, shall immediately send, via facsimile, a "Combined Settlement"), then the Company will deliver confirmation of receipt of such Conversion Notice to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Periodother party. (c) Upon receipt by the Maker of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount original Note to be satisfied converted in cash at any time on whole or before in part pursuant to a Conversion Notice, together with the date that is two Business Days following receipt of original Conversion Notice, duly executed and acknowledged, the notice of conversion Maker or its designated transfer agent (the "Settlement Notice PeriodTransfer Agent"). Share Settlement will apply automatically if , as applicable, shall promptly issue to the Company does not notify address specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then number of shares of Common Stock to which the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period shall be entitled (the "Conversion Retraction PeriodShares") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement). If the Holder has not retracted outstanding principal amount of this Note submitted for conversion is greater than the conversion notice during the Conversion Retraction Periodoutstanding principal amount of this Note being converted, then Cash Settlement or Combined Settlement will occur on the first Trading Day following Maker shall, as soon as practicable, issue and deliver to the Cash Settlement Averaging PeriodHolder a new original Note representing the aggregate principal amount not converted. (d) If an Event No fractional shares of Default (other than an Event of Default in a cash payment Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Securities) has occurred and is continuingHolder would otherwise be entitled, the Company may not Maker shall pay an amount of cash upon conversion to the Holder equal to the product of any Security or portion such fraction multiplied by the closing price of a Security (other than cash for fractional shares)the Common Stock on the Conversion Date. (e) The person in whose name Anything to the Common Stock certificate is registered contrary contained herein notwithstanding, the Maker shall not be deemed obligated to be a stockholder of record on issue certificate (s) evidencing the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued Shares issuable upon conversion of a Securitythis Note unless the original Note is either delivered to the Maker or the Holder notifies the Maker that such Note has been lost, stolen, or destroyed, and executes an agreement reasonably satisfactory to the Maker to indemnify the Maker from any loss incurred by it in connection therewith. (f) Anything herein The Holder hereby further acknowledges that the obligation of the Maker to issue the Conversion Shares upon the conversion of this Note shall be subject to such Holder's cooperation with the Maker, including, without limitation, the confirmation of the investment representations and warranties to the contrary notwithstandingMaker made in Section 5 hereof, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrenderedConversion Date.

Conversion Procedure. (a) To convert a SecurityUpon conversion of any Note, a Holder must (a) complete subject to this Section 15.02 and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion AgentSection 15.01(a)(ii), (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion AgentSection 15.01(d), and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c)Section 15.05, the Company shall satisfy all the Conversion Obligation with respect to such Note by payment and delivery of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holdercash and, at the Company's optionif applicable, either shares of Common Stock, cash, or a combination the aggregate value of cash and shares of Common Stock, in which (the following manner“Conversion Value”) shall be equal to the product of: (1i) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities Notes to be converted divided by the Holder divided 1,000 multiplied by (B) the then applicable Conversion Rate (plus Additional Shares, if any); and (ii) the average of the daily Volume Weighted Average Price in effect of Common Stock for each of the five consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits and similar events) beginning on the Conversion Date;second Trading Day immediately following the day the Notes are tendered for conversion (the “Five Day Weighted Average Price”). (2b) If The Company shall deliver the Company elects Conversion Value to satisfy the entire Conversion Obligation converting holders as follows: (i) an amount in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount “Principal Return”) equal to the product lesser of (A) a number equal the Conversion Value of the Notes to be converted and (B) the aggregate principal amount of Securities the Notes to be converted; (ii) if the Conversion Value of the Notes to be converted by such Holder divided by is greater than the Conversion Price Principal Return, an amount in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in whole shares of Common Stock (the “Net Shares”), determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the “Net Share Amount”); and (iii) an amount in cash, in lieu of any fractional shares of Common Stock as set forth below. The number of Net Shares to be paid shall be determined by dividing the Net Share Amount by the Five Day Weighted Average Price. Holders of Notes will not receive fractional shares upon conversion of Notes. In lieu of fractional shares, holders will receive cash for the value of the fractional shares, which cash payment shall be based on the Five Day Weighted Average Price. The Conversion Value, Principal Return, number of Net Shares and Net Share Amount shall be determined by the Company at the end of the five consecutive Trading Day period (the “Determination Date”) beginning on the second Trading Day immediately following the day the Notes are tendered for conversion; provided that with respect to any Notes surrendered for conversion pursuant to Section 15.01(d) above, the Determination Date shall be the last Trading Day in the period on which the applicable Stock Price is determined (pursuant to the definition thereof) in connection with the determination of Additional Shares, if any, to be added to the Conversion Rate. (c) Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (1) in the case of Global Notes, comply with the procedures of the Depositary in effect at that time and furnish appropriate endorsement and transfer documents, and (2) in the case of a Note issued in certificated form, surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, and give irrevocable written notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (a “Notice of Conversion”) at said office or place that such holder elects to convert the same and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for the Net Shares, if any, included upon settlement the Conversion Obligation, if any, to be registered. No Notice of Conversion with respect to any Notes may be tendered by a holder thereof if such holder has also tendered a Repurchase Notice or Designated Event Repurchase Notice and not validly withdrawn such Repurchase Notice or Designated Event Repurchase Notice in accordance with Section 16.03. If more than one Note shall be surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such Notes, if any, that shall be payable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (d) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that is the later of: (i) the date the holder has complied with the requirements set forth in clause (c) above or (ii) the Determination Date. Payment of the cash and Net Shares, if any, in satisfaction of the Conversion Obligation shall be made by the Company promptly following the Conversion Date, but in no event later than three Business Days thereafter (the “Conversion Settlement Date”) by paying in cash the Principal Return (together with any cash in lieu of fractional shares) to the Partial Cash Amountholder of a Note surrendered for conversion, a "Combined Settlement")or such holder’s nominee or nominees, then the Company will and issue, or cause to be issued, and deliver to the Holder Conversion Agent or to such Partial Cash Amount plus holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement Net Shares, if any, to which such holder shall be entitled as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt part of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares)Obligation. (e) The person in whose name the Common Stock certificate is registered In case any Note shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in partpartial conversion, the Company shall execute, execute and the Trustee shall authenticate and deliver to or upon the Holderwritten order of the holder of the Note so surrendered, without charge to such holder, a new Security equal Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the Security surrenderedsurrendered Notes. (f) If a holder submits a Note for conversion, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any Net Shares to be issued in a name other than the holder’s name. The Trustee may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 15.03, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (h) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice Subject to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c)this Section 8.02, the Company shall will satisfy all the Conversion Obligation with respect to each $1,000 principal amount of its obligations ("Conversion Obligations") upon Notes surrendered for conversion of the Securities by delivering to the Holder, at the Company's option, either in shares of fully paid Common Stock, Stock and cash, or a combination of cash and shares of Common Stockif applicable, in the following manneras follows: (1i) If the The Company elects to satisfy the entire Conversion Obligation will, except as provided in shares of Common Stock ("Share Settlement"Section 8.02(k), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect each converting Noteholder, on the Conversion Date; (2) If third Trading Day immediately following the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean last day of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging related Observation Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient Applicable Conversion Rate. (ii) The Company will also, except as provided in Section 8.02(k), deliver to each converting Noteholder cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(j) below. (Aiii) The Applicable Conversion Rate shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Applicable Conversion Rate and the corresponding number of shares of Common Stock and the amount of cash deliverable in lieu of fractional shares, in each case, to be delivered or paid in respect of the Cash Settlement relevant Conversion Obligation, the Company shall notify the Trustee and the Conversion Agent of such number of shares of Common Stock and such amount of cash in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agents shall have no responsibility for any such determination. (b) Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in clause Section 8.02(h) and, if required, all transfer or similar taxes, if any, as set forth Section 8.02(e) and (ii) in the case of a Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B hereto) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for the shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) above minus surrender such Partial Cash Amount divided by (B) Notes, duly endorsed to the arithmetic mean Company or in blank, at the office of the Volume Weighted Average Prices Conversion Agent, (3) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 8.02(h), (4) if required, furnish appropriate endorsements and transfer documents, and (5) if required, pay all transfer or similar taxes, if any, as set forth in Section 8.02(e). The Trustee (and if different, the relevant Conversion Agent) shall notify the Company of any conversion pursuant to this Article 8 on the date of such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a holder thereof if such holder has also delivered a Fundamental Change Repurchase Notice or Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice or Repurchase Notice, as the case may be, in accordance with Section 9.03. In addition, if the Company calls notes for redemption in accordance with Article 10, a holder may convert the Notes called for redemption at any time prior to the close of business on the Business Day immediately prior to the Redemption Date. If more than one Note shall be surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such Notes, if any, that shall be payable upon conversion shall be computed on the basis of the Common Stock on each Trading Day during aggregate principal amount of the applicable Cash Settlement Averaging PeriodNotes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) Upon receipt A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in Section 8.02(b) above. The delivery of shares of Common Stock and the payment of cash, if any, in lieu of fractional shares, pursuant to Section 8.02(a) in satisfaction of the conversion notice from a Holder Conversion Obligation shall be made by the Company in no event later than the date specified in Section 8.02(a) by issuing or causing to be issued, and delivering to the Conversion Agent: (1) If Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Company elects to satisfy Depositary for the Conversion Obligation number of full shares of Common Stock, and by Share Settlementpaying any cash in lieu of fractional shares, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt holder of a Note surrendered for conversion, or such holder’s nominee or nominees, to which such holder shall be entitled as part of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging PeriodObligation. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuingIn case any Note shall be surrendered for partial conversion, the Company may not pay cash shall execute and the Trustee shall authenticate and deliver to or upon conversion the written order of any Security the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of a Security (other than cash for fractional shares)the surrendered Note. (e) The person in whose name If a holder submits a Note for conversion, the Company shall pay all documentary, stamp or similar issue or transfer tax, if any, that may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, upon the conversion. However, the holder shall pay any such tax that is due because the holder requests any such shares of Common Stock certificate is registered to be issued in a name other than the holder’s name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax that will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (f) Except as provided in Section 8.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest and Additional Interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a stockholder Interest Record Date but prior to the open of record business on the Conversion immediately following Interest Payment Date, holders of such Notes as of the close of business on the Interest Record Date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Interest Record Date but prior to the open of business on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the interest and Additional Interest, if any, payable on the Notes so converted; provided, however, that no surrender such payment shall be required (1) if the Company has specified a Fundamental Change Repurchase Date, Repurchase Date or Redemption Date that is after a Interest Record Date but on or prior to the Business Day immediately following the related Interest Payment Date, (2) to the extent of any overdue interest, if any, existing at the time of conversion with respect to such Note or (3) if the Notes are surrendered for conversion after the close of business on the Interest Record Date immediately preceding the Maturity Date and before the close of business on the Business Day immediately preceding the Maturity Date. Except as described above, no payment or adjustment will be made for accrued and unpaid interest and Additional Interest, if any, on converted Notes. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a Security shareholder of record as of the close of business on the last Trading Day of the Observation Period; provided, however, if the last Trading Day of the Observation Period occurs on any date when the stock transfer books of the Company shall be closed closed, such occurrence shall not be effective to constitute the person Person or persons Persons entitled to receive the any such shares of Common Stock due upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender occurrence shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such Security. Noteholder. (j) No payment or adjustment will be made for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Security. (f) Anything herein to any Note or Notes. For each Note surrendered for conversion, the contrary notwithstanding, number of full shares that shall be issued upon conversion thereof shall be computed on the basis of the Applicable Conversion Rate for the applicable Observation Period and any fractional shares remaining after such computation shall be paid in the case of Global Securities, conversion notices may be delivered and such Securities may cash. If more than one Note shall be surrendered for conversion in accordance with at one time by the Applicable Procedures as in effect from time to time. same holder, the number of full shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (gor specified portions thereof) Upon surrender so surrendered. Instead of a Security any fractional share of Common Stock that is converted in partwould otherwise be issued upon conversion of any Note or Notes (or specified portions thereof), the Company shall executepay a cash adjustment in respect of such fraction (calculated to the nearest one-100th of a share), as determined by the Company, in an amount equal to the same fraction of the Last Reported Sale Price of the Common Stock on the last Trading Day of the applicable Observation Period. (k) When a Noteholder surrenders Notes for conversion, the Company may direct, in writing, the Conversion Agent to surrender such Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Institution must agree to deliver, in exchange for such Notes, a number of shares of Common Stock based upon the Applicable Conversion Rate in full satisfaction of the Conversion Obligation, as determined pursuant to Section 8.02(a). By the close of business on the Scheduled Trading Day immediately preceding the start of the Observation Period, the Company will provide written notification to the Noteholder surrendering Notes for conversion that it has directed the Designated Institution to make an exchange in lieu of conversion. If the Designated Institution accepts any such Notes, it will deliver the appropriate number of shares of Common Stock to the Conversion Agent, and the Trustee shall authenticate and Conversion Agent will deliver those shares of Common Stock to the Holderconverting Noteholder. Any Notes exchanged by the Designated Institution will remain Outstanding. If the Designated Institution agrees to accept any Notes for exchange but does not timely deliver the related shares of Common Stock, a new Security equal or if such Designated Institution does not accept the Notes for exchange, the Company will, as promptly as practical thereafter (but in principal amount to any event, no later than the unconverted portion fourth Trading Day immediately following the last Trading Day of the Security surrenderedrelevant Observation Period) convert the Notes into a number of shares of Common Stock based on the Applicable Conversion Rate, as determined pursuant to Section 8.02(a). The Company’s designation of a Designated Institution to which the Notes may be submitted for exchange does not require the Designated Institution to accept any Notes. The Company will not pay any consideration to, or otherwise enter into any agreement with, the Designated Institution for or with respect to such designation.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date[Reserved]." (b) As soon as practicable after the Conversion Date, and subject Subject to paragraph (c)this Section 15.02, the Company shall will satisfy all the Conversion Obligation with respect to each $1,000 principal amount of its obligations ("Conversion Obligations") upon Notes tendered for conversion of the Securities by delivering to the Holder, at the Company's option, either in cash and shares of fully paid Common Stock, cashif applicable, or a combination as follows: (i) The Company will deliver to each converting Noteholder, on the third Business Day immediately following the last day of the related Cash Settlement Averaging Period, cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement")if any, then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean sum of the Volume Weighted Average Prices Daily Settlement Amounts for each of the Common Stock on each twenty-five (25) Trading Day Days during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable related Cash Settlement Averaging Period. (cii) Upon receipt The Company will also deliver to each converting Noteholder cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (l) below, as the conversion notice from a Holder amount of such cash shall be determined by the Company. (iii) The Daily Settlement Amounts shall be determined by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day promptly following the receipt last day of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. Promptly after such determination of the Daily Settlement Amounts and the amount of cash deliverable in lieu of fractional shares, the Company shall notify the Trustee and the Conversion Agent of the Daily Settlement Amounts and the amount of such cash. The Trustee and the Conversion Agents shall have no responsibility for any such determination. (c) [Reserved] (d) Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (1) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 15.02(j) and, if required, all transfer or similar taxes, if any, and (2) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B hereto) (a "Notice of Conversion") at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 15.02(j), (D) if required, furnish appropriate endorsements and transfer documents, and (E) if required, pay all transfer or similar taxes, if any. The Trustee (and if different, the relevant Conversion Agent) shall notify the Company of any conversion pursuant to this Article 15 on the date of such conversion. No Notice of Conversion with respect to any Notes may be tendered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice or Repurchase Notice, as the case may be, and not validly withdrawn such Fundamental Change Repurchase Notice or Repurchase Notice, as the case may be, in accordance with Section 16.03. If an Event of Default (other more than an Event of Default in a cash payment one Note shall be surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such Notes, if any, that shall be payable upon conversion shall be computed on the basis of the Securitiesaggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (e) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the "Conversion Date") that the holder has occurred complied with the requirements set forth in clause (d). Payment of the shares of Common Stock in cash and is continuingshares of Common Stock, if any, pursuant to Section 15.02(b) in satisfaction of the Conversion Obligation shall be made by the Company may not pay in no event later than the date specified in Section 15.02(b) by paying such cash upon conversion and delivering shares of such Common Stock, if any Security or portion (in each case, together with any cash in lieu of fractional shares), to the holder of a Security Note surrendered for conversion, or such holder's nominee or nominees, and issuing or causing to be issued, and delivering to the Conversion Agent or to such holder, or such holder's nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock to which such holder shall be entitled as part of such Conversion Obligation (other than together with any cash for in lieu of fractional shares). (ef) The person In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in whose name authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. (g) If a holder submits a Note for conversion, the Company shall pay all stamp and other duties, if any, that may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the holder shall pay any such tax that is due because the holder requests any shares of Common Stock certificate is registered to be issued in a name other than the holder's name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder's name until the Trustee receives a sum sufficient to pay any tax that will be due because the shares are to be issued in a name other than the holder's name. Nothing herein shall preclude any tax withholding required by law or regulations. (h) Except as provided in Section 15.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (i) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (j) Upon conversion, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest and Additional Interest, if any, except as set forth below. The Company's settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a stockholder record date, holders of record such Notes as of the close of business on the Conversion Daterecord date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest and Additional Interest, if any, payable on the Notes so converted; provided, however, that no surrender such payment need be made (1) if the Company has specified a Fundamental Change Repurchase Date that is after a record date but on or prior to the next succeeding Interest Payment Date, (2) if the Company has specified a Redemption Date that is after a record date and on or prior to the Business Day immediately following the next Interest Payment Date or (3) to the extent of any overdue interest, if any, existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest on converted Notes. (k) The Person in whose name the certificate for such shares of Common Stock is registered shall be treated as a Security stockholder of record as of the close of business on the last day of the Cash Settlement Averaging Period; provided, however, if the last day of the Cash Settlement Averaging Period occurs on any date when the stock transfer books of the Company shall be closed closed, such occurrence shall not be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender occurrence shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such Security. Noteholder. (l) No payment or adjustment will be made for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may any Note or Notes. If more than one Note shall be surrendered for conversion in accordance with at one time by the Applicable Procedures as in effect from time to time. same holder, the number of full shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (gor specified portions thereof) Upon surrender so surrendered. Instead of a Security any fractional share of Common Stock that is converted in partwould otherwise be issued upon conversion of any Note or Notes (or specified portions thereof), the Company shall execute, and the Trustee shall authenticate and deliver pay a cash adjustment in respect of such fraction (calculated to the Holdernearest one-100th of a share), a new Security as determined by the Company, in an amount equal in principal amount to the unconverted portion same fraction of the Security surrenderedLast Reported Sale Price of the Common Stock on the last day of the applicable Cash Settlement Averaging Period.

Conversion Procedure. (a) To convert a Security, a The Company will notify the Holder must (a) complete and manually sign the conversion notice on the back in writing of the Security and deliver terms of any Qualified Financing or Liquidating Event at least five (5) business days before the closing of such notice to Qualified Financing or Liquidating Event. Upon the occurrence of a Conversion Agent, (b) surrender the Security to the Event or Liquidating Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c)Event, the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the outstanding principal and interest due under this Note will convert at Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a option into that number of shares of Common Stock equal issuable upon conversion of this Note pursuant to Section 1(a) or 1(b) hereof provided that: (i) the Holder executes and delivers a definitive stock purchase agreement, which will include customary investment representations, and which is substantially identical in form and substance to the quotient stock purchase agreement executed and delivered by all other investors in such Qualified Financing or Liquidating Event, and (ii) this Note is surrendered to the Company or its transfer agent for cancellation upon the effectiveness of (A) such conversion, or in lieu thereof the amount of Holder notifies the Cash Settlement as set forth Company or its transfer agent that this Note has been lost, stolen, or destroyed and executes an agreement, in clause (2) above minus such Partial Cash Amount divided by (B) form and substance reasonably satisfactory to the arithmetic mean of Company, in which the Volume Weighted Average Prices of Holder agrees to indemnify the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice Company for, from a Holder and against any and all loss suffered or incurred by the Company in connection with the conversion of this Note without the surrender thereof. Upon the conversion of this Note in accordance with Section 1(a) or 1(b) hereof and the Conversion Agent: (1) If surrender of this Note to the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuingfor cancellation, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; providedwill, howeverat its expense, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate issue and deliver to the Holder, Holder a new Security equal certificate or certificates evidencing that number of shares of Equity Securities issuable upon conversion of this Note pursuant to Section 1(a) or 1(b) hereof to which the Holder is entitled upon such conversion (bearing such legends as are required by applicable state and federal securities laws in principal amount the opinion of counsel to the unconverted portion of Company), together with a check payable to the Security surrenderedHolder for any cash amounts payable in accordance with Section 1(d) hereof.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the he conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c), the Company or IAC shall satisfy all of its the obligations of the Company and IAC upon conversion of the Securities ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the CompanyIAC's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company IAC elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then IAC or the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company IAC elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then IAC or the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company IAC elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then IAC or the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company Company, IAC or the Conversion Agent: (1) If the Company IAC elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company IAC elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then IAC or the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if neither IAC nor the Company does not notify notifies the Holder that the Company IAC has chosen another settlement method. (3) If the Company IAC timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.IAC elects

Conversion Procedure. (a) To convert a Security, a Holder must (ai) if the Security is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (bii) if the Security is in definitive form, surrender the Security to the Conversion Agent, (ciii) if the Security is in definitive form, furnish appropriate endorsements and transfer documents if required by a the Registrar or the Conversion Agent, and (div) pay any transfer or similar other tax, if requiredrequired by Section 10.03 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. The later of (x) the date on which the Holder satisfies all of those the foregoing requirements and (y) the Determination Date is the "“Conversion Date." (b) ” As soon promptly as practicable after the Conversion Date, Date and subject to paragraph (c)in any event within four Business Days thereof, the Company and the Parent shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering deliver to the Holder, at Holder through the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: Conversion Agent (1) If to the Company elects to satisfy extent applicable, cash in the entire Conversion Obligation amount calculated in accordance with Section 10.14, (2) the number of whole shares of Common Stock ("Share Settlement"), then issuable upon the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, conversion and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects cash in lieu of any fractional shares pursuant to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging PeriodSection 10.14. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (eb) The person Person in whose name the Common Stock certificate Security is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, provided that no surrender of a Security on any date when the stock transfer books of the Company Parent shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company Parent had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. . (c) No payment or adjustment will be made for accrued but unpaid interest (including Liquidated Damages, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Neither the Company nor the Parent shall not adjust the Conversion Price to account for the accrued but unpaid interest. Nonetheless, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the date of maturity, Holders of such converted Securities at the close of business on such regular record date shall receive the accrued but unpaid interest (including Liquidated Damages, if any) payable on such Securities on the corresponding interest payment date notwithstanding the conversion. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Liquidated Damages, if any) payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such check shall be required if such Security has been called for redemption on a redemption date within the period between the close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including Liquidated Damages, if any) payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (gd) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice Subject to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (cSection 13.02(b), the Company shall will satisfy all the Conversion Obligation with respect to each $1,000 principal amount of its obligations ("Conversion Obligations") upon Notes tendered for conversion of the Securities by delivering to the Holder, at the Company's option, either in cash and shares of fully paid Common Stock, cashif applicable, or a combination by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash and shares of Common Stock, in if any, equal to the following manner: (1) If sum of the Daily Settlement Amounts for each of the 20 Trading Days during the related Observation Period; provided that the Company elects to satisfy the entire Conversion Obligation will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause ("Share Settlement"k) below. The Daily Settlement Amounts shall be determined by the Company promptly following the last day of the Observation Period. (b) Notwithstanding Section 13.02(a), then the Company will deliver shall satisfy the Conversion Obligation with respect to the Holder shares of Common Stock equal to the quotient of (A) the aggregate each $1,000 principal amount of Securities Notes tendered for conversion to which Additional Shares shall be converted by added to the Holder divided by Conversion Rate on the later to occur of (B1) the Conversion Price in effect on the Conversion Date; Effective Date and (2) If the Company elects to satisfy third Trading Day immediately following the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean last day of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Observation Period. (c) Upon receipt Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (1) in the case of a Global Note, comply with the procedures of the conversion Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i) and, if required, pay all taxes or duties, if any, and (2) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice from to the Conversion Agent in the form on the reverse of such certificated Note (or a Holder by facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent: , (1C) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i), and (D) if required, pay all taxes or duties, if any. A Note shall be deemed to have been converted immediately prior to the Close of Business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in this Section 13.02(c). No Notice of Conversion with respect to any Notes may be tendered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 14.01, as the case may be. If more than one Note shall be surrendered for conversion at one time by the Company elects to satisfy same holder, the Conversion Obligation by Share Settlementwith respect to such Notes, then settlement in Common Stock will if any, that shall be made payable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or prior specified portions thereof to the fifth (5thextent permitted thereby) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Periodso surrendered. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion Delivery of the Securities) has occurred and is continuing, amounts owing in satisfaction of the Conversion Obligation shall be made by the Company may not pay in no event later than the date specified in Section 13.02(a), except to the extent specified in Section 13.02(b). The Company shall make such delivery by paying the cash upon conversion amount owed to the Conversion Agent or to the holder of the Note surrendered for conversion, or such holder’s nominee or nominees, and by issuing, or causing to be issued, and delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock, if any, to which such holder shall be entitled as part of such Conversion Obligation (together with any Security or portion cash in lieu of a Security (other than cash for fractional shares). (e) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (f) If a holder submits a Note for conversion, the Company shall pay all documentary, stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in a name other than the holder’s name. The person Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 13.03, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (h) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (i) Upon conversion, a Noteholder will not receive any separate cash payment for accrued and unpaid interest (including Additional Interest and Extension Fee, if any) and the Conversion Rate shall not be adjusted except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note. Upon conversion, accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date shall be deemed forfeited. Notwithstanding the preceding sentence, if Notes are converted after the Close of Business on a record date, holders of such Notes as of the Close of Business on the record date will receive the interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any regular record date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on the Notes so converted; provided, however, that no such payment need be made (i) in connection with a conversion following the last regular record date preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; or (iii) to the extent of any overdue interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest (including Additional Interest, if any) on converted Notes. (j) The Person in whose name the certificate for any shares of Common Stock certificate issued upon conversion is registered shall be deemed to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close Close of business Business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such Security. Noteholder. (k) No payment or adjustment will be made for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Security. any Note or Notes. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of any Note or Notes (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in partor specified portions thereof), the Company shall execute, and the Trustee shall authenticate and deliver pay a cash adjustment in respect of such fraction (calculated to the Holder, nearest one-100th of a new Security share) in an amount equal in principal amount to the unconverted portion same fraction of the Security surrenderedLast Reported Sale Price of the Common Stock on the last day of the applicable Observation Period.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign Each Note shall be convertible at the conversion notice on the back office of the Security and deliver such notice to the Conversion Agent, . (b) surrender In order to exercise the Security conversion right with respect to any interest in Global Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Conversion AgentDepository’s book-entry conversion program, (c) furnish appropriate endorsements and transfer documents if required by a Registrar the Company or the Trustee or Conversion Agent, and (d) pay any transfer taxes or similar taxduties if required pursuant to Section 7.08. However, no service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of Notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such notice to a Conversion Agent, which action shall be irrevocable; (ii) surrender the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; and (iv) if required pursuant to Section 7.08, pay any transfer taxes or duties. The date on which the Holder satisfies all of those the applicable requirements set forth above is the "“Conversion Date."” (bc) As soon as practicable after On the third Business Day immediately following the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion issue and shall deliver to the converting Holder at the office of the Securities by delivering to Conversion Agent, a certificate or certificates for the Holder, at the Company's option, either shares number of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in full shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price issuable in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt respect of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender provisions of this Article 7. In case any Notes of a Security that is converted in partdenomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute, execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, a new Security Notes in authorized denominations in an aggregate Principal Amount equal in principal amount to the unconverted portion of the Security surrenderedsurrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) on the date on which the requirements set forth above in Section 7.02(b) have been satisfied as to such Notes (or portion thereof) and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become, as of the Close of Business on the relevant Conversion Date that such Holder converted the Notes, the holder of record of the shares of Common Stock represented thereby. (d) Upon the conversion of an interest in a Global Note, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee. (e) Each share certificate representing Common Stock issued upon conversion of the Notes that are Restricted Notes shall bear the Restricted Stock Legend as set forth in Section 3.07 and Exhibit A.

Conversion Procedure. (a) To convert a Security4.4.1 In this Article 4, a Holder must “Conversion Date” is (ai) complete and manually sign in the conversion notice on event that Article 4.1 is applicable, the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all holder of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of Series A Preferred Shares requires its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities Series A Preferred Shares to be converted by (or if the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product holder of (A) a number equal to the aggregate principal amount of Securities Series A Preferred Shares requires its Series A Preferred Shares to be converted by such Holder divided by on a date which is not a Business Day, the next Business Day) as specified in the Conversion Price Notice; or (ii) in effect on the Conversion Dateevent that Article 4.2 is applicable, upon the underwriting agreements in respect of such Qualified IPO becoming unconditional and (B) effective and before the arithmetic mean listing of the Volume Weighted Average Prices shares of the Common Stock on each Trading Day during Company in connection with a Qualified IPO. 4.4.2 In the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amountevent that Article 4.1 applies, a "Combined Settlement"), then the Company will deliver holder of Series A Preferred Shares may convert all or part of its Series A Preferred Shares pursuant to the Holder such Partial Cash Amount plus Article 4.1 by delivering a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (“Conversion Notice”) to the "Settlement Notice Period"Company, together with the relevant share certificate (if any). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the least two (2) Business Day period beginning on Days before the day relevant Conversion Date. The Company shall, as soon as practicable after receipt of the Settlement Notice Period Series A Preferred Shares certificates (or satisfactory agreement for indemnification in the "Conversion Retraction Period"case of a lost certificate) by notice promptly issue and deliver at its office to the Trustee. holder thereof a certificate or certificates for the number of Ordinary Shares to which the holder is entitled upon conversion. 4.4.3 The Holder cannot retract the conversion notice (of Series A Preferred Shares pursuant to Article 4.2 shall be automatic and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event holders of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered Series A Preferred Shares shall be deemed to have served a Conversion Notice on the Company. 4.4.4 The Ordinary Shares to which a holder of Series A Preferred Shares is entitled upon conversion (the “New Ordinary Shares”): (a) shall be credited as fully paid, free from any Encumbrances; (b) shall rank pari passu in all respects and form one class with the Ordinary Shares then in issue; and (c) entitle the holder of such New Ordinary Shares to be paid a stockholder pro rata share of record all dividends and other distributions declared, made or paid on Ordinary Shares after the Conversion Date; provided. 4.4.5 If at any time the number of authorised but unissued Ordinary Shares shall not be sufficient to effect the conversion of all of the then outstanding Series A Preferred Shares, however, that no surrender of a Security on any date when the stock transfer books of the Company shall take all corporate action as may be closed necessary to increase the number of Shares that the Company is authorised to issue to such number of Shares as shall be effective sufficient for such purpose. 4.4.6 Any conversion of Series A Preferred Shares pursuant to constitute these Articles shall be effected by the redemption and cancellation of the relevant number of Series A Preferred Shares and the issuance of the appropriate number of New Ordinary Shares in accordance with this Article 4. Any Series A Preferred Shares, upon conversion, repurchase or redemption, will be cancelled and all rights with respect to such Series A Preferred Shares shall cease with effect from the Conversion Date except for the right of the holders thereof to receive New Ordinary Shares and (if applicable) together with any accrued and unpaid dividends. 4.4.7 Any person or persons entitled to receive New Ordinary Shares issued upon the shares conversion of Common Stock upon such conversion the Series A Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect New Ordinary Shares on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and promptly record such conversion on the Trustee shall authenticate and deliver to register of members on the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrenderedrelevant Conversion Date.

Conversion Procedure. (a) To convert a SecurityUpon any conversion of any Notes, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, third (b3rd) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after Trading Day immediately following the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (Ai) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Cash Settlement Conversion Rate in effect as of such Conversion Date; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (j) below; provided, further for any conversion that occurs on or after the record date immediately preceding the Maturity Date, the Company shall deliver such shares on the Maturity Date. (b) Before any holder of a Note shall be entitled to a conversion as set forth above, such holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in clause Section 13.02(h) and, if required, pay all taxes or duties, if any, and (2ii) above minus in the case of a Note issued in definitive form, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the form on the reverse of such Partial Cash Amount divided by definitive Note (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes surrendered for conversion and the name or names (with addresses) in which such holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon conversion of the Notes to be registered, (B) surrender such Notes, duly endorsed to the arithmetic mean Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Volume Weighted Average Prices Conversion Agent, (C) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(h), and (D) if required, pay all taxes or duties, if any. A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in this Section 13.02(b). No Conversion Notice with respect to any Notes may be delivered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 15.01. If more than one Note shall be converted at one time by the same holder, the number of shares of Common Stock deliverable upon conversion shall be computed on the basis of the Common Stock on each Trading Day during aggregate principal amount of the applicable Cash Settlement Averaging PeriodNotes (or specified portions thereof to the extent permitted thereby) so converted to the Company. (c) Upon receipt Delivery of the shares of Common Stock upon conversion notice from a Holder shall be made by the Company in no event later than the date specified in Section 13.02(a). The Company shall make such delivery by issuing, or causing to be issued, and delivering to its transfer agent for the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock to which such holder shall be made on or prior to the fifth (5th) Trading Day following the receipt entitled as part of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, together with any cash in lieu of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the Notes not surrendered for conversion. (e) The Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in a name other than the holder’s name. The transfer agent for the Common Stock may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name is received. Nothing herein shall preclude any tax withholding required by law or regulations. (f) Except as provided in Section 13.03, no adjustment shall be made for dividends declared on any shares of Common Stock issued upon conversion by the Company with respect to any Note as provided in this Article with a record date prior to the Conversion Date. (g) Upon the conversion with respect to an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any Notes surrendered for conversion through any Conversion Agent other than the Trustee. (h) Except as set forth below or provided in Section 13.01(b)(ii), upon conversion, a Noteholder shall not receive any separate cash payment for accrued and unpaid interest (including Additional Interest, if any). The Company’s settlement of the conversion as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date. As a result, accrued and unpaid interest (including Additional Interest, if any) to the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date, holders of such Notes as of the close of business on the record date will receive the interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on such Notes; provided, that no such payment need be made (i) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; (ii) in respect of any conversion in connection with the Make-Whole Fundamental Change; (iii) in respect of any conversion that occurs after the record date immediately preceding the Maturity Date; or (iv) to the extent of any overdue interest existing at the time of conversion with respect to such Note. (i) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the relevant Conversion Date. The person in whose name the certificate or certificates for the number of shares of Common Stock certificate is registered that shall be deemed to be a stockholder issuable upon such conversion shall become the holder of record of such shares of Common Stock as of the close of business on the such Conversion Date; provided, however, that no surrender of a Security Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon the conversion of a Securitywith respect to the Notes, such person Person shall no longer be a Holder of such Security. Noteholder. (j) No payment or adjustment will be made for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may any Note or Notes. If more than one Note shall be surrendered for conversion in accordance at one time by the same holder, the number of full shares that shall be issued by the Company shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock that would otherwise be issued with the Applicable Procedures as in effect from time respect to time. any Note or Notes (g) Upon surrender of a Security that is converted in partor specified portions thereof), the Company shall execute, and the Trustee shall authenticate and deliver pay a cash adjustment in respect of such fraction (calculated to the Holder, nearest one-100th of a new Security share) in an amount equal in principal amount to the unconverted portion same fraction of the Security surrenderedLast Reported Sale Price of the Common Stock on the relevant Conversion Date.

Conversion Procedure. (a) To convert a Security, a Holder must (a1) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the a Conversion Agent, (b2) surrender the Security to the a Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a Registrar or the a Conversion Agent, and (d4) pay any all transfer or similar taxtaxes, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after " If the Conversion Date, and subject Company is required or elects to paragraph (c)deliver Common Stock only on such conversion, the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering deliver to the Holder, at Holder through a Conversion Agent a certificate for the Company's option, either number of whole shares of Common Stock, cash, Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.03 no later than the fifth Business Day following the Conversion Date. If the Company elects to deliver cash only or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects shall deliver to satisfy the entire Holders through a Conversion Obligation Agent such cash (including cash in lieu of any fractional shares pursuant to Section 4.03) and a certificate for the number of whole shares of Common Stock ("Share Settlement")issuable upon the conversion, then if any, no later than the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on tenth Business Day following the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver . Anything herein to the Holder cash contrary notwithstanding, in an amount equal to the product case of (A) a number equal to Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price Applicable Procedures as in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects from time to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Periodtime. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (eb) The person in whose name the shares of Common Stock certificate is registered issuable upon conversion shall be deemed to be a stockholder holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock, or (iii) if the Company elects to deliver cash in lieu of some or all of such shares of Common Stock, the date on which the amount of cash issuable per Security has been determined; provided, however, that no surrender of a Security on any date Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security prior to the issuance of such shares. (c) Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the Principal Amount at Maturity of such Security then being converted, and such interest shall be payable to the registered Holder of such Security as of that Regular Record Date notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.02, no payment or adjustment will be made for accrued cash interest or Original Issue Discount on a converted Security. (fd) Anything herein Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a Regular Record Date to receive the contrary notwithstanding, in interest payable on such Security on the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion related Interest Payment Date in accordance with the Applicable Procedures as terms of this Indenture, the Securities, the Pledge Agreement and the Registration Rights Agreement. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion (and the amount of any cash in effect from time lieu of fractional shares pursuant to timeSection 4.03) shall be based on the aggregate Principal Amount at Maturity of all Securities so converted. (ge) Upon surrender In the case of a any Security that which is converted in partpart only, upon such conversion the Company shall execute, execute and the Trustee shall authenticate and deliver to the HolderHolder thereof, without service charge, a new Security or Securities of authorized denominations in an aggregate Principal Amount at Maturity equal to the, and in principal amount to the exchange for, unconverted portion of the Principal Amount at Maturity of such Security. A Security surrenderedmay be converted in part, but only if the Principal Amount at Maturity of such part is an integral multiple of $1,000 and the Principal Amount at Maturity of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof. (f) Upon the Company's determination that a Holder is or will be entitled to convert their Notes into shares of Common Stock pursuant to this Article 4, the Company will promptly after making such determination issue a press release and use its reasonable efforts to post such information on the Company's website or otherwise publicly disclose such information.

Conversion Procedure. (a) To Subject to Section 13.03(b) and except as provided in Section 13.02(b), the Company will satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion in cash, by delivering, on the third Scheduled Trading Day immediately following the last day of the related Observation Period, cash equal to the Settlement Amount. The Settlement Amount shall be determined by the Company promptly following the last day of the Observation Period. (b) Notwithstanding Section 13.03(a), if any information required in order to calculate the amount of cash payable upon conversion will not be available as of the applicable settlement date, the Company shall deliver the additional cash conversion consideration, if any, resulting from any such adjustment on the third Scheduled Trading Day after the earliest Trading Day on which such calculation can be made. (c) Before any Holder of a Note shall be entitled to convert the same as set forth above, such Holder shall (1) in the case of a SecurityGlobal Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 13.03(g) and, if required, pay all taxes or duties, if any, and (2) in the case of a Holder must Note issued in certificated form, (aA) complete and manually sign and deliver an irrevocable written notice to the conversion notice Conversion Agent in the form on the back reverse of such certificated Note (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Security Conversion Agent and deliver shall state in writing therein the principal amount of Notes to be converted, (B) surrender such notice Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (bC) surrender if required, pay funds equal to Interest payable on the Security next Interest Payment Date to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agentwhich such Holder is not entitled as set forth in Section 13.03(g), and (dD) if required, pay any transfer all taxes or similar taxduties, if requiredany. The A Note shall be deemed to have been converted immediately prior to the Close of Business on the date on which (the “Conversion Date”) that the Holder satisfies all has complied with the requirements set forth in this Section 13.03(c). No Notice of those requirements is Conversion with respect to any Notes may be tendered by a Holder thereof if such Holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the "Conversion Date." (b) As soon applicable provisions of Section 14.01, as practicable after the case may be. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion DateObligation with respect to such Notes, and subject to paragraph (c)if any, the Company that shall satisfy all of its obligations ("Conversion Obligations") be payable upon conversion shall be computed on the basis of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by Notes (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver or specified portions thereof to the Holder cash in an amount equal to the product of (Aextent permitted thereby) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Periodso surrendered. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion Delivery of the Securities) has occurred and is continuing, amounts owing in satisfaction of the Conversion Obligation shall be made by the Company may not pay in no event later than the date specified in Section 13.03(a), except to the extent specified in Section 13.03(b). The Company shall make such delivery by paying the cash upon conversion amount owed to the Conversion Agent or to the Holder of any Security the Note surrendered for conversion, or portion of a Security (other than cash for fractional shares)such Xxxxxx’s nominee or nominees. (e) The person in whose name the Common Stock certificate is registered In case any Note shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in partpartial conversion, the Company shall execute, execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Security equal Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the Security surrenderedsurrendered Notes. (f) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (g) Upon conversion, a Noteholder will not receive any separate cash payment and the Conversion Rate shall not be adjusted for accrued and unpaid Interest. The Company’s payment in cash of the Settlement Amount as described above shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid Interest, if any, to, but not including, the relevant Conversion Date. Notwithstanding the preceding sentence, if Notes are converted after the Close of Business on a regular record date, Holders of such Notes as of the Close of Business on such record date will receive the Interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any regular record date to the Opening of Business on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the Interest payable on the Notes so converted; provided, however, that no such payment need be made (i) in connection with a conversion following the last regular record date preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the Business Day following the corresponding Interest Payment Date; or (iii) to the extent of any overdue Interest existing at the time of conversion with respect to such Notes. Except as described above, no payment or adjustment will be made for accrued Interest on converted Notes.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign Each Note shall be convertible at the conversion notice on the back office of the Security and deliver such notice to the Conversion Agent, (. b) surrender In order to exercise the Security conversion right with respect to any interest in Global Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Conversion AgentDepositary’s book-entry conversion program, (c) furnish appropriate endorsements and transfer documents if required by a Registrar the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 7.03(c) and any transfer taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall: (d1) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the conversion notice; (2) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (3) if required, furnish appropriate endorsements and transfer documents, (4) if required pursuant to Section 7.08, pay any transfer taxes or similar tax, duties; and (5) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(c). The date on which the Holder satisfies all of those the applicable requirements set forth above is the "“Conversion Date."” (bc) As soon as practicable after On the second Business Day immediately following the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion issue and shall deliver to the converting Holder at the office of the Securities by delivering to Conversion Agent, a certificate or certificates for the Holder, at the Company's option, either shares number of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in full shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price issuable in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt respect of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender provisions of this Article 7. In case any Notes of a Security that is converted in partdenomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute, execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, a new Security Notes in authorized denominations in an aggregate Principal Amount equal in principal amount to the unconverted portion of the Security surrenderedsurrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the Conversion Date for such Notes (or portion thereof) and the converting Holder shall be deemed to have become the record holder of any shares of Common Stock due upon such conversion as of the Close of Business on the relevant Conversion Date. d) Upon the conversion of an interest in a Global Note, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Note as to the reduction in the Principal Xxxxxx represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee. e) Each share certificate representing Common Stock issued upon conversion of the Notes that are Restricted Notes shall bear the Restricted Stock Legend as set forth in Section 3.07.

Conversion Procedure. (a) To convert a Security, Security a Holder must (a) complete and manually sign satisfy the conversion notice on the back requirements in paragraph 9 of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if requiredSecurities. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion Date." (b) ). As soon as practicable after following the Conversion Date, and subject to paragraph the Issuers will deliver, directly or through the Conversion Agent, an amount in cash (c), the Company shall satisfy all of its obligations ("Conversion ObligationsCash Amount") upon conversion equal to the Initial Principal Amount at Maturity of the Securities surrendered for conversion. The difference, if positive, between the Conversion Value and the Initial Principal Amount at Maturity of the Securities surrendered for conversion (the "Premium") may be satisfied, at the option of the Issuers, exercisable at any time or from time to time, by an instrument in writing signed by the Issuers, by delivering to the a Converting Holder, at in addition to the Company's optionCash Amount, either shares of Common Stock, cash, or a combination of (i) an amount in cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver equal to the Holder Premium or (ii) the number of whole shares of Common Stock equal to the quotient of (Ax) the aggregate principal amount Premium for such Securities divided by (y) the last reported Sales Price of the Company's Common Stock on the Conversion Date (if the Conversion Date is not a Business Day, then on the Business Day immediately preceding the Conversion Date), plus a cash payment for fractional shares determined pursuant to Section 10.03. At any time after which the Securities to could be converted by action of the Holder divided by (B) Holder, at the Conversion Price in effect on the Conversion Date; (2) If written request of a Holder, the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement")will, then the Company will deliver to the Holder cash in an amount equal to the product within five calendar days of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If request, notify such Holder whether the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company Premium will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the Company Common Stock as aforesaid. Any such notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if by the Company does not notify the Holder that will be irrevocable for 60 calendar days (or such longer period as the Company has chosen another settlement method. (3) If may specify on the notice), and then may only be revoked after ten additional calendar days notice. All elections or notices contemplated to be given by the Company timely elects Cash Settlement in this paragraph will be made or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") given by delivery of written notice to the TrusteeTrustee as herein provided and to the Holder. The Holder cannot retract In the conversion notice (and event that the conversion notice therefore will be irrevocable) if Issuers elect to satisfy the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuingPremium with Common Shares, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions on shares of with respect to, any Common Stock issued upon except as provided in this Article 10. On conversion of a Security. (f) Anything herein , that portion of accrued Contingent Additional Principal attributable to the contrary notwithstandingperiod from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued Contingent Cash Interest with respect to the converted Security through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Cash Amount, together with cash or Common Stock in respect of the Premium, in exchange for the case Security being converted pursuant to the provisions hereof; and the fair market value of Global Securitiessuch cash or Common Stock in respect of the Premium shall be treated as delivered, to the extent thereof, first in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the Cash Amount shall be treated as delivered in exchange for the Initial Principal Amount at Maturity of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the Cash Amount, together with the cash or Common Stock in respect of the Premium, issuable upon the conversion notices shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be delivered and such Securities converted is a Legal Holiday, the Security may be surrendered for conversion in accordance with on the Applicable Procedures as in effect from time to time. (g) next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company Issuers shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security surrendered." 2.2 Section 10.05 of the Indenture is hereby amended and restated in its entirety to read as follows:

Conversion Procedure. (a) To convert a Security, a Holder must satisfy the requirements of this Article 10 and in paragraph 8 of the Securities and (ai) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (bii) surrender the Security to the Conversion Agent, (ciii) furnish appropriate endorsements and transfer documents if required by a the Registrar or the Conversion Agent, and (div) pay any transfer or similar other tax, if requiredrequired by Section 10.03 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. The later of (x) the date on which the Holder satisfies all of those the foregoing requirements and (y) the Determination Date is the "“Conversion Date." (b) ”. As soon as practicable after the Conversion Date, Date and subject to paragraph (c)in any event within four Business Days thereof, the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering deliver to the Holder, at Holder through the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: Conversion Agent (1) If cash in the Company elects to satisfy amount calculated in accordance with Section 10.14 and (2) either (A) a certificate for or (B) a book-entry notation of the entire Conversion Obligation in number of whole shares of Common Stock ("Share Settlement"), then issuable upon the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder conversion and cash in an amount equal lieu of any fractional shares pursuant to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging PeriodSection 10.14. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (eb) The person Person in whose name the Common Stock certificate Security is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, provided that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are openopen (subject to the provisions of the next paragraph of this Section 10.02); provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person Person shall no longer be a Holder of such Security. . (c) No payment or adjustment will be made for accrued interest (including Liquidated Damages, if any) on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Security (f) Anything herein provided that the shares of Common Stock received upon conversion of Securities shall continue to the contrary notwithstandingaccrue Liquidated Damages, in the case of Global Securitiesas applicable, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as Registration Rights Agreement and shall be entitled to receive, at the next interest payment date, any accrued but unpaid Liquidated Damages with respect to the converted Securities), but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the interest (including Liquidated Damages, if any) payable on such interest payment date shall be paid to the Holder of such Security on such interest payment date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in effect from time an amount equal to timethe interest (including Liquidated Damages, if any) payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of interest (including Liquidated Damages, if any) payable on the interest payment date, the Conversion Agent shall repay such funds to the Holder. (gd) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a SecurityNote, a Holder must (a) complete and manually sign satisfy the conversion notice on the back requirements in paragraph 8 of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if requiredNotes. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion Date."). In the case of any conversion other than a Principal Value Conversion (which is covered by Section 1501): (bi) As soon as practicable after the Conversion Date, and Each Holder's rights to convert Notes into Common Stock are subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares right to elect instead to pay each such Holder the amount of Common Stock, cash, cash determined pursuant to item (iii) below (or a combination of cash and shares of Common Stock) in lieu of delivering such Common Stock; provided, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement")however, then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of a Default in a cash payment upon conversion of the SecuritiesNotes) has shall have occurred and be continuing, the Company shall deliver Common Stock in accordance with this Article Fifteen, whether or not the Company has delivered a notice pursuant to item (ii) below to the effect that the Notes would be paid in cash or a combination of cash and Common Stock. (ii) Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Notes shall be converted into Common Stock or paid in cash or a combination of cash and Common Stock (unless the Company shall have already done so pursuant to a notice of redemption pursuant to paragraph 7 of the Notes in respect of a Conversion Date occurring before the Redemption Date set forth in such notice). The Company shall deliver to the Holder through the Conversion Agent, no later than the third Business Day following the date on which the Applicable Stock Price is continuingdetermined, the whole shares of Common Stock issuable upon the conversion, cash in lieu of such Common Stock and/or cash in lieu of any fractional shares pursuant to Section 1503, in each case, as applicable according to the foregoing notice and this Section 1502. As soon as practicable on or after such third Business Day, the Company shall deliver to each Holder entitled to receive whole shares of Common Stock upon conversion, through the Paying Agent, a certificate for such whole shares of Common Stock. (iii) If the Company shall have notified the Holder that all or a portion of such Note shall be converted solely into cash, the Company shall deliver to the Holder surrendering such Note the amount of cash equal to (A) the Applicable Stock Price multiplied by (B) the Conversion Rate in effect with respect to such Conversion Date multiplied by (C) the multiple of $1,000 that equals the Principal Amount of such Note (or a portion of a Note). Except as required by item (i) above, the Company may not pay cash change its election with respect to the consideration to be delivered upon conversion of any Security or portion a Note once the Company has notified the Holder in accordance with item (ii) above. Anything herein to the contrary notwithstanding, in the case of a Security (other than cash Global Notes, conversion notices may be delivered and such Notes may be surrendered for fractional shares). (e) conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The person Person in whose name the Common Stock a certificate is registered representing Common Stock issued upon conversion of a Note shall be deemed to be treated as a stockholder shareholder of record on as of the Conversion Date; provided, however, that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender (assuming all other requirements in paragraph 8 of the Notes have been satisfied) shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, provided further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date date that such Note shall have been surrendered for conversion (assuming all other requirements in paragraph 8 of the Notes have been satisfied), as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such SecurityNote. No payment or adjustment will be made for dividends or distributions on If the Holder converts more than one Note at the same time, the number of shares of Common Stock issued issuable upon the conversion shall be computed based on the total Principal Amount of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Notes converted. Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security Note in an authorized denomination equal in principal amount Principal Amount to the unconverted portion of the Security Note surrendered. If the last day on which a Note may be converted is a Legal Holiday in a place where the Conversion Agent is located, the Note may be surrendered to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

Conversion Procedure. (a) To convert The right of conversion attaching to any Security may be exercised (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Holder must Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (a1) complete a duly signed and manually sign completed conversion notice, in the conversion notice form as set forth on the back reverse of the Security and deliver attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion AgentAgent in accordance with Section 2.7 regarding the loss, theft, destruction or mutilation of the Security; (b3) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or the Conversion Agent, ; and (d4) pay payment of any transfer tax or similar taxduty, if requiredin accordance with Section 6.4. The date on which the Holder satisfies all of those requirements is the "“Conversion Date."” The Company shall deliver to the Holder through a Conversion Agent, the Principal Return and the Net Shares, if any, issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 6.3 as soon as practicable, but in no event later than the third Business Day following the determination of the Applicable Stock Price as set forth in Section 6.14. (b) As soon as practicable after In the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in event shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment are issued upon conversion of the Securities) has occurred and is continuinga Security, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; providedprovided further, furtherhowever, that such conversion shall be at the Conversion Price in effect for the date on the Conversion Date which such Security was delivered as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (gc) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a1) To convert a SecurityNote, a Holder must (ai) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Security Note and deliver such notice to the Conversion Agent, (bii) if the Note is in definitive form, surrender the Security Note to the Conversion Agent, (ciii) if the Note is in definitive form, furnish appropriate endorsements and transfer documents if required by a the Security Registrar or the Conversion Agent, and (div) pay any transfer or similar other tax, if requiredrequired by Section 8.3 and (v) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon promptly as practicable after the later of the Conversion DateDate and the date that all calculations necessary to make such payment and delivery have been made, and subject to paragraph (c)but in no event later than five Business Days after the later of those days, the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering deliver to the Holder, at Holder through the Company's option, either shares of Common Stock, cash, or a combination of Conversion Agent cash and shares of Common Stock, as applicable, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation amounts calculated in shares of Common Stock ("Share Settlement")accordance with Section 8.14 or Section 8.15, then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion noticeapplicable. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the shares of Common Stock certificate is registered are issuable upon conversion shall be deemed to be a stockholder holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock if the Company has not made a Physical Settlement Election, or (iii) if the Company has not made a Physical Settlement Election and elects to deliver cash in lieu of some, but not all, of such shares of Common Stock, the date on which the amount of cash issuable per Note has been determined; provided, however, provided that no surrender of a Security Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, further that such conversion shall be at the Conversion Price in effect on the Conversion Date date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNote, such person Person shall no longer be a Holder of such Security. Note. (3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a SecurityNote. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the opening of business on the next Interest Payment Date, including the date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g4) Upon surrender of a Security Note that is converted in part, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Security Note equal in principal amount to the unconverted portion of the Security Note surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice Subject to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (cSection 13.02(b), the Company shall will satisfy all the Conversion Obligation with respect to each $1,000 principal amount of its obligations ("Conversion Obligations") upon Notes tendered for conversion of the Securities by delivering to the Holder, at the Company's option, either in cash and shares of fully paid Common Stock, cashif applicable, or a combination by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash and shares of Common Stock, in if any, equal to the following manner: (1) If sum of the Daily Settlement Amounts for each of the 20 Trading Days during the related Observation Period; provided that the Company elects to satisfy the entire Conversion Obligation will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause ("Share Settlement"k) below. The Daily Settlement Amounts shall be determined by the Company promptly following the last day of the Observation Period. (b) Notwithstanding Section 13.02(a), then the Company will deliver shall satisfy the Conversion Obligation with respect to the Holder shares of Common Stock equal to the quotient of (A) the aggregate each $1,000 principal amount of Securities Notes tendered for conversion to which Additional Shares shall be converted by added to the Holder divided by Conversion Rate on the later to occur of (B1) the Conversion Price in effect on the Conversion Date; Effective Date and (2) If the Company elects to satisfy third Trading Day immediately following the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean last day of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Observation Period. (c) Upon receipt Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (1) in the case of a Global Note, comply with the procedures of the conversion Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i) and, if required, pay all taxes or duties, if any, and (2) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice from to the Conversion Agent in the form on the reverse of such certificated Note, (or a Holder by facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent: , (1C) if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 13.02(i), and (D) if required, pay all taxes or duties, if any. A Note shall be deemed to have been converted immediately prior to the Close of Business on the date (the “Conversion Date”) that the holder has complied with the requirements set forth in this Section 13.02(c). No Notice of Conversion with respect to any Notes may be tendered by a holder thereof if such holder has also tendered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 14.01, as the case may be. If more than one Note shall be surrendered for conversion at one time by the Company elects to satisfy same holder, the Conversion Obligation by Share Settlementwith respect to such Notes, then settlement in Common Stock will if any, that shall be made payable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or prior specified portions thereof to the fifth (5thextent permitted thereby) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Periodso surrendered. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion Delivery of the Securities) has occurred and is continuing, amounts owing in satisfaction of the Conversion Obligation shall be made by the Company may not pay in no event later than the date specified in Section 13.02(a), except to the extent specified in Section 13.02(b). The Company shall make such delivery by paying the cash upon conversion amount owed to the Conversion Agent or to the holder of the Note surrendered for conversion, or such holder’s nominee or nominees, and by issuing, or causing to be issued, and delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock, if any, to which such holder shall be entitled as part of such Conversion Obligation (together with any Security or portion cash in lieu of a Security (other than cash for fractional shares). (e) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (f) If a holder submits a Note for conversion, the Company shall pay all documentary, stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock to be issued in a name other than the holder’s name. The person Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 13.03, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (h) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (i) Upon conversion, a Noteholder will not receive any separate cash payment for accrued and unpaid interest (including Additional Interest and Extension Fee, if any) and the Conversion Rate shall not be adjusted except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note. Upon conversion, accrued and unpaid interest (including Additional Interest, if any) to, but not including, the Conversion Date shall be deemed forfeited. Notwithstanding the preceding sentence, if Notes are converted after the Close of Business on a record date, holders of such Notes as of the Close of Business on the record date will receive the interest (including Additional Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any regular record date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Additional Interest, if any) payable on the Notes so converted; provided, however, that no such payment need be made (i) in connection with a conversion following the last regular record date preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the corresponding Interest Payment Date; or (iii) to the extent of any overdue interest existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest (including Additional Interest, if any) on converted Notes. (j) The Person in whose name the certificate for any shares of Common Stock certificate issued upon conversion is registered shall be deemed to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close Close of business Business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such Security. Noteholder. (k) No payment or adjustment will be made for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Security. any Note or Notes. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of any Note or Notes (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in partor specified portions thereof), the Company shall execute, and the Trustee shall authenticate and deliver pay a cash adjustment in respect of such fraction (calculated to the Holder, nearest one-100th of a new Security share) in an amount equal in principal amount to the unconverted portion same fraction of the Security surrenderedLast Reported Sale Price of the Common Stock on the last day of the applicable Observation Period.

Conversion Procedure. (ai) The Holder may convert all or any portion of the outstanding principal amount of this Note into a number of shares of the Conversion Stock (excluding any fractional share) determined by dividing the principal amount designated by such Holder to be converted by the Conversion Price then in effect. (ii) To convert any principal amount into shares of Conversion Stock on any date (a Security“Conversion Date”), the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a Holder must copy of an executed notice of conversion in the form attached hereto as Annex A (athe “Conversion Notice”) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, Company and (bB) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by paragraph 5(a)(iv), surrender this Note to a Registrar nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). On or before the first Business Day following the date of receipt of a Conversion AgentNotice, and (d) pay any transfer or similar tax, if required. The date on which the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder satisfies all and the Company’s transfer agent (the “Transfer Agent”). On or before the third Business Day following the date of those requirements is receipt of a Conversion Notice (the "Conversion “Share Delivery Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c”), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner: (1) If the Company elects (X) if legends are not required to satisfy the entire be placed on certificates of Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver pursuant to the Holder shares of Common Stock equal to Purchase Agreement and provided that the quotient of Transfer Agent is participating in the Depository Trust Company’s (A“DTC”) the Fast Automated Securities Transfer Program, credit such aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Conversion Stock equal to which the Holder shall be entitled to the quotient of Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocableY) if the Company elects Share Settlement. If Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder has or its designee, for the number of shares of Conversion Stock to which the Holder shall be entitled which certificates shall not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion bear any restrictive legends unless required pursuant to Section 3.6 of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security Purchase Agreement. The Person or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons Persons entitled to receive the shares of Common Conversion Stock issuable upon such a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Conversion Stock on the Conversion Date. On the date that the Conversion Stock is delivered to the Holder, the Company shall also deliver to the Holder a payment in an amount equal to the sum of all accrued interest with respect to the principal amount converted, which has not been paid prior thereto. (iii) If within three Trading Days after the Company’s receipt of the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Conversion Stock to which the Holder is entitled upon such holder’s conversion of any principal amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock on to deliver in satisfaction of a sale by the Holder of Conversion Stock issuable upon such dateconversion that the Holder anticipated receiving from the Company (a “Buy-In”), but such surrender shall be effective then the Company shall, within three Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to constitute the person or persons entitled Holder in an amount equal to receive such the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock as so purchased (the record holder “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date. (iv) The Company shall maintain a register (the “Register”) for the recordation of the names and addresses of the holders thereof of each Note and the principal amount of the Notes held by such holders (the “Registered Notes”). The entries in the Register shall be conclusive and binding for all purposes at absent manifest error. The Company and the close holders of business the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the next succeeding day on Register. Upon its receipt of a request to assign or sell all or part of any Registered Note by a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to paragraph 13. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full principal amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the principal converted and the dates of such stock transfer books conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. (v) If any fractional share of Conversion Stock would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of delivering such fractional share, shall pay an amount equal to the Market Price of such fractional share as of the date of such conversion. (vi) All certificates evidencing the Conversion Shares to be issued to the Holder may bear a legend in substantially the following form: (vii) The issuance of certificates for shares of Conversion Stock upon conversion of this Note shall be made without charge to the Holder for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of shares of Conversion Stock. Upon conversion of this Note, the Company shall take all such actions as are open; provided, further, necessary in order to ensure that the Conversion Stock issuable with respect to such conversion shall be at validly issued, fully paid and nonassessable. (viii) The Company shall not close its books against the transfer of Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued or issuable upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, this Note in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance any manner which interferes with the Applicable Procedures as in effect from time to time. (g) Upon surrender timely conversion of a Security that is converted in part, the this Note. The Company shall executeassist and cooperate with any Holder required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, and without limitation, making any filings required to be made by the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrenderedCompany).

Conversion Procedure. (a) To convert a SecuritySubject to this Section 12.02, a Holder must (a) complete and manually sign the upon any conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c)Note, the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering deliver to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stockconverting Noteholders, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares respect of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate each $1,000 principal amount of Securities to be converted by Notes being converted, solely cash (the Holder divided by (B“Settlement Amount”) the Conversion Price as set forth in effect on the Conversion Date;this Section 12.02. (2i) If [Reserved.] (ii) [Reserved.] (iii) [Reserved.] (iv) The Settlement Amount in respect of any conversion of Notes shall be computed as follows: the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver shall pay to the Holder converting Noteholder, cash in an amount per $1,000 principal amount of Notes being converted equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean sum of the Volume Weighted Average Prices Daily Conversion Values for each of the Common Stock on each sixty consecutive Trading Day Days during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable related Cash Settlement Averaging Period. (cv) Upon receipt of the conversion notice from a Holder [Reserved.] (vi) The Daily Conversion Values shall be determined by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day promptly following the receipt last day of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. Promptly after such determination of the Daily Conversion Values, the Company shall notify the Trustee and the Conversion Agent of the Daily Conversion Values. The Trustee and the Conversion Agent shall have no responsibility for any such determination. (db) Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to the amount of interest and Additional Interest, if any, payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 12.02(g) and, if required, all transfer or similar taxes, if any, and (ii) in the case of a Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B hereto) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, pay funds equal to interest (including any Additional Interest) payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 12.02(g), (4) if required, furnish appropriate endorsements and transfer documents, and (5) if required, pay all transfer or similar taxes, if any as set forth in Section 12.02(e). The Trustee (and if different, the relevant Conversion Agent) shall notify the Company of any conversion pursuant to this Article 12 on the date of such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a holder thereof if such holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 13.02, unless the Company defaults in the payment of the Fundamental Change Repurchase Price. If an Event of Default (other more than an Event of Default in a cash payment one Note shall be surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such Notes, if any, that shall be payable upon conversion shall be computed on the basis of the Securitiesaggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares)so surrendered. (ec) The person in whose name the Common Stock certificate is registered A Note shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective have been converted immediately prior to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, date (the “Conversion Date”) that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance holder has complied with the Applicable Procedures as requirements set forth in effect from time to timeclause (b) of this Section 12. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c), the Company or IAC shall satisfy all of its the obligations of the Company and IAC upon conversion of the Securities ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the CompanyIAC's option, either shares of Common Stock and Expedia Stock, cash, or a combination of cash and shares of Common Stock and/or Expedia Stock, in the following manner: (1) If the Company IAC elects to satisfy the entire Conversion Obligation in shares of Common Stock and Expedia Stock ("Share Settlement"), then IAC or the Company will deliver to the Holder (i) shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date and (ii) shares of Expedia Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Expedia Conversion Price in effect on the Conversion Date; (2) If the Company IAC elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then IAC or the Company will deliver to the Holder cash in an amount equal to the sum of (i) the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging PeriodPeriod (such product, the "IAC Cash Amount") and (ii) the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Expedia Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of Expedia Stock on each Trading Day during the Cash Settlement Averaging Period (such product, the "Expedia Cash Amount"); or (3) If the Company IAC elects to satisfy in cash a portion of the Conversion Obligation that would otherwise be settled in cash Common Stock (the "IAC Partial Cash Amount") and and/or to satisfy in cash a portion of the Conversion Obligation that would otherwise be settled in shares of Common Expedia Stock (together with the "Expedia Partial Cash Amount, a "Combined Settlement"), then IAC or the Company will deliver to the Holder such (i) the IAC Partial Cash Amount plus (which may be zero), (ii) the Expedia Partial Cash Amount (which may be zero), (iii) a number of shares of Common Stock equal to the quotient of (A) the amount of IAC Cash Amount minus the Cash Settlement as set forth in clause (2) above minus such IAC Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period and (iv) a number of shares of Expedia Stock equal to the quotient of (A) the Expedia Cash Amount minus the Expedia Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Expedia Stock on each Trading Day during the applicable Cash Settlement Averaging Period. Any satisfaction of the Conversion Obligation partially in cash and partially in securities pursuant to this paragraph shall be referred to as a "Combined Settlement." (c) Upon receipt of the conversion notice from a Holder by the Company Company, IAC or the Conversion Agent: (1) If the Company IAC elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock and Expedia Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company IAC elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then IAC or the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if neither IAC nor the Company does not notify notifies the Holder that the Company IAC has chosen another settlement method. (3) If the Company IAC timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.IAC elects

Conversion Procedure. (a) To convert a SecuritySubject to this Section 12.02, a Holder must (a) complete and manually sign the upon any conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c)Note, the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering deliver to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stockconverting Noteholders, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares respect of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate each $1,000 principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement")Notes being converted, then the Company will deliver to the Holder cash in an amount equal to the product sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the related Cash Settlement Averaging Period (Athe “Settlement Amount”), as set forth in this Section 12.02. (b) Before any holder of a number Note shall be entitled to convert the same as set forth above, such holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to the amount of interest and Additional Interest, if any, payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 12.02(f), and (ii) in the case of a Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B hereto) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, and (3) if required, pay funds equal to interest (including any Additional Interest) payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 12.02(f) and (4) if required, furnish appropriate endorsements and transfer documents. The Trustee (and if different, the relevant Conversion Agent) shall notify the Company of any conversion pursuant to this Article 12 on the date of such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a holder thereof if such holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 13.02, unless the Company defaults in the payment of the Fundamental Change Repurchase Price. If more than one Note shall be surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such Notes, if any, that shall be payable upon conversion shall be computed on the basis of the aggregate principal amount of Securities the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted by such Holder divided by immediately prior to the Conversion Price in effect close of business on the date (the “Conversion Date, and ”) that the holder has complied with the requirements set forth in clause (Bb) of this Section 12.02. The Company shall pay the arithmetic mean cash due in respect of its Conversion Obligation on the Volume Weighted Average Prices of the Common Stock on each third Trading Day during immediately following the last Trading Day of the Cash Settlement Averaging Period; or (3) If the Company elects provided, however, if, prior to satisfy a portion of the Conversion Obligation in cash (Date for any converted Notes, the "Partial Cash Amount") and a portion in shares of Series C Liberty Media Common Stock (together with the Partial Cash Amounthas been replaced by Reference Property consisting solely of cash pursuant to Section 12.05, a "Combined Settlement"), then the Company will deliver such cash due in respect of its Conversion Obligation on the tenth Business Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required in order to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) calculate the amount of the Cash Settlement as set forth cash due in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean respect of the Volume Weighted Average Prices Company’s Conversion Obligation will not be available as of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlementdelivery date, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, make delivery of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning additional consideration resulting from such adjustment on the day third Trading Day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first earliest Trading Day following the Cash Settlement Averaging Periodon which such calculation can be made. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuingIn case any Note shall be surrendered for partial conversion, the Company may not pay cash shall execute and the Trustee, upon conversion receipt of any Security a Company Order, shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in Permitted Denominations in an aggregate principal amount equal to the unconverted portion of a Security (other than cash for fractional shares)the surrendered Note. (e) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The person Company shall notify the Trustee in whose name writing of any conversion of Notes effected through any Conversion Agent other than the Common Stock certificate is registered Trustee. (f) Upon conversion, a Noteholder shall not receive any additional cash payment for accrued and unpaid interest and Additional Interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligations pursuant to Section 12.02 shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be a stockholder paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of record business on an Interest Record Date, holders of such Notes as of the close of business on the Conversion DateInterest Record Date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Interest Record Date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest and Additional Interest, if any, payable on the Notes so converted; provided, however, that no surrender of a Security on any date when the stock transfer books of such payment shall be required (1) if the Company shall be closed shall be effective has specified a Fundamental Change Repurchase Date that is after an Interest Record Date but on or prior to constitute the person corresponding Interest Payment Date, (2) to the extent of any Defaulted Interest, if any, existing at the time of conversion with respect to such Note or persons entitled to receive (3) if the shares of Common Stock upon such Notes are surrendered for conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at after the close of business on the next succeeding day on which such stock transfer books are open; providedInterest Record Date immediately preceding the Maturity Date. Except as set forth in this Section 12.02(f), further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions accrued and unpaid interest and Additional Interest, if any, on shares of Common Stock issued upon conversion of a Securityconverted Notes. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a SecurityUpon conversion of any Debenture, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (c)this Section 15.02 and Section 15.01 and Section 15.05, the Company shall satisfy all the Conversion Obligation with respect to such Debenture by payment and delivery of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holdercash and, at the Company's optionif applicable, either shares of Class A Common Stock, cash, or a combination the aggregate value of cash and shares of Common Stock, in which (the following manner“Conversion Value”) shall be equal to the product of: (1i) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities Debentures to be converted divided by the Holder divided 1,000 multiplied by (B) the then applicable Conversion Rate (plus Additional Shares, if any); and (ii) the average of the daily Volume Weighted Average Price in effect of Class A Common Stock for each of the ten consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits and similar events) beginning on the second Trading Day immediately following the day the Debentures are tendered for conversion (the “Ten Day Weighted Average Price”). (b) The Company shall deliver the Conversion DateValue to converting holders as follows: (i) an amount in cash (the “Principal Return”) equal to the lesser of (A) the Conversion Value of the Debentures to be converted and (B) the aggregate principal amount of the Debentures to be converted; (ii) if the Conversion Value of the Debentures to be converted is greater than the Principal Return, an amount in whole shares of Class A Common Stock (the “Net Shares”), determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the “Net Share Amount”); and (iii) an amount in cash, in lieu of any fractional shares of Class A Common Stock as set forth below. The number of Net Shares to be paid shall be determined by dividing the Net Share Amount by the Ten Day Weighted Average Price. Debentureholders will not receive fractional shares upon conversion of Debentures. In lieu of fractional shares, holders will receive cash for the value of the fractional shares, which cash payment shall be based on the Ten Day Weighted Average Price. The Conversion Value, Principal Return, number of Net Shares and Net Share Amount shall be determined by the Company at the end of the ten consecutive Trading Day period (the “Determination Date”) beginning on the second Trading Day immediately following the day the Debentures are tendered for conversion; provided that with respect to any Debentures surrendered for conversion pursuant to Section 15.01(d) above, the Determination Date shall be the last Trading Day in the period on which the applicable Stock Price is determined (pursuant to the definition thereof) in connection with the determination of Additional Shares, if any, to be added to the Conversion Rate. (c) Before any holder of a Debenture shall be entitled to convert the same as set forth above, such holder shall (1) in the case of a Global Debenture, comply with the procedures of the Depositary in effect at that time and furnish appropriate endorsement and transfer documents, and (2) If in the case of a Debenture issued in certificated form, surrender such Debentures, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, and give irrevocable written notice to the Conversion Agent in the form on the reverse of such certificated Debenture (or a facsimile thereof) (a “Notice of Conversion”) at said office or place that such holder elects to satisfy convert the entire same and shall state in writing therein the principal amount of Debentures to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for the Net Shares, if any, included upon settlement the Conversion Obligation, if any, to be registered. No Notice of Conversion with respect to any Debentures may be tendered by a holder thereof if such holder has also tendered a Repurchase Notice or Designated Event Repurchase Notice and not validly withdrawn such Repurchase Notice or Designated Event Repurchase Notice in accordance with Section 16.03. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such Debentures, if any, that shall be payable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted thereby) so surrendered. (d) A Debenture shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that is the later of: (i) the date the holder has complied with the requirements set forth in clause (c) above or (ii) the Determination Date. Payment of the cash and Net Shares, if any, in satisfaction of the Conversion Obligation shall be made by the Company promptly following the Determination Date, but in no event later than three Business Days thereafter (the “Conversion Settlement Date”) by paying in cash the Principal Return ("Cash Settlement")together with any cash in lieu of fractional shares) to the holder of a Debenture surrendered for conversion, then the Company will or such holder’s nominee or nominees, and issue, or cause to be issued, and deliver to the Holder cash Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Class A Common Stock equal to the Net Shares, if any, to which such holder shall be entitled as part of such Conversion Obligation. (e) In case any Debenture shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Debenture so surrendered, without charge to such holder, a new Debenture or Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debentures. (f) If a holder submits a Debenture for conversion, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Class A Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any Net Shares to be issued in a name other than the holder’s name. The Trustee may refuse to deliver the certificates representing the shares of Class A Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 15.03, no adjustment shall be made for dividends on any shares issued upon the conversion of any Debenture as provided in this Article. (h) Upon the conversion of an interest in a Global Debenture, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Debenture as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Debentures effected through any Conversion Agent other than the Trustee. (i) Debentureholders at the close of business on a record date will receive payment of interest payable on the corresponding interest payment date notwithstanding the conversion of such Debentures at any time after the close of business on such record date. Debentures surrendered for conversion during the period from the close of business on any record date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the product of (A) a number equal interest that the holder is to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect receive on the Conversion DateDebentures; provided, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amounthowever, a "Combined Settlement"), then the Company will deliver to the Holder that no such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: payment need be made (1) If if the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made has specified a Redemption Date that is after a record date but on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. next interest payment date, (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") by notice to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocable) if the Company elects Share Settlementhas specified a Repurchase Date following a Designated Event that is after a record date but on or prior to the next succeeding interest payment date or (3) to the extent of any overdue interest, overdue Contingent Interest or Liquidated Damages, if any, at the time of conversion with respect to such Debenture. If the Holder has not retracted the conversion notice during the Conversion Retraction PeriodExcept as described above, then Cash Settlement no payment or Combined Settlement adjustment will occur be made for accrued interest on the first Trading Day following the Cash Settlement Averaging Periodconverted Debentures. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuing, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (eii) The person Person in whose name the certificate for such shares of Class A Common Stock certificate is registered shall be deemed to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security Debentures on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date date that such Debentures shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityDebentures, such person Person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a SecurityDebentureholder. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. (g) Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice Subject to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." (b) As soon as practicable after the Conversion Date, and subject to paragraph (cSection 15.02(b), the Company shall will satisfy all the Conversion Obligation with respect to each $1,000 principal amount of its obligations ("Conversion Obligations") upon Notes tendered for conversion of the Securities by delivering to the Holder, at the Company's option, either in cash and shares of fully paid Common Stock, cashif applicable, or a combination by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash and shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the related Observation Period; provided that the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (k) below. The Daily Settlement Amounts shall be determined by the Company promptly following manner:the last day of the Observation Period. (1b) Notwithstanding Section 15.02(a), the Company shall satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion to which Additional Shares shall be added to the Conversion Rate as set forth in Section 15.01(e) pursuant to this clause (b). (A) If the last day of the applicable Observation Period related to Notes surrendered for conversion is prior to the third Trading Day preceding the Effective Date of the Fundamental Change, the Company elects to will satisfy the entire related Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion as described in Section 15.02(b) by delivering the cash and shares of Common Stock ("Share Settlement"based on the Conversion Rate, but without regard to the number of Additional Shares to be added to the Conversion Rate pursuant to Section 15.01(e)) on the third Trading Day immediately following the last day of the applicable Observation Period. As soon as practicable following the Effective Date of the Fundamental Change, then the Company will deliver to the Holder increase in such amount of cash and Reference Property in lieu of shares of Common Stock equal Stock, if any, as if the Conversion Rate had been increased by such number of Additional Shares during the related Observation Period (and based upon the related Daily VWAP prices during such Observation Period). If such increased amount of cash and shares, if any, results in an increase to the quotient of (A) the aggregate principal amount of Securities cash to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date; (2) If the Company elects paid to satisfy the entire Conversion Obligation in cash ("Cash Settlement")holders, then the Company will deliver pay such increase in cash, and if such increased amount results in an increase to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal Stock, the Company will deliver such increase by delivering Reference Property based on such increased number of shares. (B) If the last day of the applicable Observation Period related to Notes surrendered for conversion is on or following the quotient third scheduled Trading Day preceding the Effective Date of such Fundamental Change, the Company will satisfy the Conversion Obligation with respect to each $1,000 principal amount of Notes tendered for conversion as described in Section 15.01(b) (based on the Conversion Rate as increased by the Additional Shares pursuant to Section 15.01(e) above) on the later to occur of (A1) the amount Effective Date of the Cash Settlement as set forth in clause Fundamental Change and (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean third Trading Day immediately following the last day of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Observation Period. (c) Upon receipt Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (1) in the case of a Global Note, comply with the procedures of the conversion Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 15.02(i) and, if required, pay all taxes or duties, if any, and (2) in the case of a Note issued in certificated form, (A) complete and manually sign and deliver an irrevocable written notice from to the Conversion Agent in the form on the reverse of such certificated Note (or a Holder by facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (B) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent: , (1C) If if required, pay funds equal to interest payable on the Company elects next Interest Payment Date to satisfy the Conversion Obligation by Share Settlementwhich such holder is not entitled as set forth in Section 15.02(i), then settlement in Common Stock will and (D) if required, pay all taxes or duties, if any. A Note shall be made on or deemed to have been converted immediately prior to the fifth (5th) Trading Day following the receipt close of such conversion notice. (2) If the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time business on or before the date that is two Business Days following receipt of the notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if the Company does not notify the Holder that the Company has chosen another settlement method. (3) If the Company timely elects Cash Settlement or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period"Date”) that the holder has complied with the requirements set forth in this Section 15.02(c). No Notice of Conversion with respect to any Notes may be tendered by notice a holder thereof if such holder has also tendered a Put Right Purchase Notice or a Fundamental Change Repurchase Notice and not validly withdrawn such Put Right Purchase Notice or Fundamental Change Repurchase Notice in accordance with the applicable provisions of Section 16.01 or 16.02, as the case may be. If more than one Note shall be surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such Notes, if any, that shall be payable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the Trustee. The Holder cannot retract the conversion notice (and the conversion notice therefore will be irrevocableextent permitted thereby) if the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Periodso surrendered. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion Delivery of the Securities) has occurred and is continuing, amounts owing in satisfaction of the Conversion Obligation shall be made by the Company may not pay in no event later than the date specified in Section 15.02(a), except to the extent specified in Section 15.02(b). The Company shall make such delivery by paying the cash upon conversion amount owed to the Conversion Agent or to the holder of the Note surrendered for conversion, or such holder’s nominee or nominees, and by issuing, or causing to be issued, and delivering to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock to which such holder shall be entitled as part of such Conversion Obligation (together with any Security or portion cash in lieu of a Security (other than cash for fractional shares). (e) The person In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Note so surrendered, without charge to such holder, a new Note or Notes in whose name authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (f) If a holder submits a Note for conversion, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any shares of Common Stock certificate is registered to be issued in a name other than the holder’s name. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (g) Except as provided in Section 15.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article. (h) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (i) Upon conversion, a Noteholder will not receive any separate cash payment for accrued and unpaid interest and Additional Interest, if any, except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a record date, holders of such Notes as of the close of business on the record date will receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest and Additional Interest, if any, payable on the Notes so converted; provided, however, that no such payment need be made (1) if the Company has called the Notes for redemption or (2) to the extent of any overdue interest or Additional Interest, if any, existing at the time of conversion with respect to such Note. Except as described above, no payment or adjustment will be made for accrued interest on converted Notes. (j) The Person in whose name the certificate for any shares of Common Stock issued upon conversion is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security Notes on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person Person or persons Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person Person or persons Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date date that such Notes shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a SecurityNotes, such person Person shall no longer be a Holder of such Security. Noteholder. (k) No payment or adjustment will be made for dividends or distributions on fractional shares of Common Stock shall be issued upon conversion of a Security. (f) Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may any Note or Notes. If more than one Note shall be surrendered for conversion in accordance with at one time by the Applicable Procedures as in effect from time to time. same holder, the number of full shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (gor specified portions thereof) Upon surrender so surrendered. Instead of a Security any fractional share of Common Stock that is converted in partwould otherwise be issued upon conversion of any Note or Notes (or specified portions thereof), the Company shall execute, and the Trustee shall authenticate and deliver pay a cash adjustment in respect of such fraction (calculated to the Holder, nearest one-100th of a new Security share) in an amount equal in principal amount to the unconverted portion same fraction of the Security surrenderedLast Reported Sale Price of the Common Stock on the last day of the applicable Observation Period. Section 15.03. [Intentionally Omitted].

Conversion Procedure. (a) To convert a Security, Security a Holder must (a) complete and manually sign satisfy the conversion notice on the back requirements in paragraph 9 of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if requiredSecurities. The date on which the Holder satisfies all of those requirements is the conversion date (the "Conversion Date." (b) ). As soon as practicable after following the Conversion Date, and subject to paragraph the Issuers will deliver, directly or through the Conversion Agent, an amount in cash (c), the Company shall satisfy all of its obligations ("Conversion ObligationsCash Amount") upon conversion equal to the Initial Principal Amount at Maturity of the Securities surrendered for conversion. The difference, if positive, between the Conversion Value and the Initial Principal Amount at Maturity of the Securities surrendered for conversion (the "Premium") may be satisfied, at the option of the Issuers, exercisable at any time or from time to time, by an instrument in writing signed by the Issuers, by delivering to the a Converting Holder, at in addition to the Company's optionCash Amount, either shares of Common Stock, cash, or a combination of (i) an amount in cash and shares of Common Stock, in the following manner: (1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver equal to the Holder Premium or (ii) the number of whole shares of Common Stock equal to the quotient of (Ax) the aggregate principal amount Premium for such Securities divided by (y) the last reported Sales Price of the Company's Common Stock on the Conversion Date (if the Conversion Date is not a Business Day, then on the Business Day immediately preceding the Conversion Date), plus a cash payment for fractional shares determined pursuant to Section 10.03. At any time after which the Securities to could be converted by action of the Holder divided by (B) Holder, at the Conversion Price in effect on the Conversion Date; (2) If written request of a Holder, the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement")will, then the Company will deliver to the Holder cash in an amount equal to the product within five calendar days of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or (3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period. (c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent: (1) If the Company elects to satisfy the Conversion Obligation by Share Settlement, then settlement in Common Stock will be made on or prior to the fifth (5th) Trading Day following the receipt of such conversion notice. (2) If request, notify such Holder whether the Company elects to satisfy the Conversion Obligation by Cash Settlement or Combined Settlement, then the Company Premium will notify the Holder, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following receipt of the Company Common Stock as aforesaid. Any such notice of conversion (the "Settlement Notice Period"). Share Settlement will apply automatically if by the Company does not notify the Holder that will be irrevocable for 60 calendar days (or such longer period as the Company has chosen another settlement method. (3) If may specify on the notice), and then may only be revoked after ten additional calendar days notice. All elections or notices contemplated to be given by the Company timely elects Cash Settlement in this paragraph will be made or Combined Settlement, then the Holder may retract the conversion notice at any time during the two (2) Business Day period beginning on the day after the Settlement Notice Period (the "Conversion Retraction Period") given by delivery of written notice to the TrusteeTrustee as herein provided and to the Holder. The Holder cannot retract In the conversion notice (and event that the conversion notice therefore will be irrevocable) if Issuers elect to satisfy the Company elects Share Settlement. If the Holder has not retracted the conversion notice during the Conversion Retraction Period, then Cash Settlement or Combined Settlement will occur on the first Trading Day following the Cash Settlement Averaging Period. (d) If an Event of Default (other than an Event of Default in a cash payment upon conversion of the Securities) has occurred and is continuingPremium with Common Shares, the Company may not pay cash upon conversion of any Security or portion of a Security (other than cash for fractional shares). (e) The person in whose name the Common Stock certificate is registered shall be deemed to be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price Rate in effect on the Conversion Date date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions on shares of with respect to, any Common Stock issued upon except as provided in this Article 10. On conversion of a Security. (f) Anything herein , that portion of accrued Contingent Additional Principal attributable to the contrary notwithstandingperiod from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued and payable Contingent Cash Interest with respect to the converted Security through the Conversion Date shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Cash Amount, together with cash or Common Stock in respect of the Premium, in exchange for the case Security being converted pursuant to the provisions hereof; and the fair market value of Global Securitiessuch cash or Common Stock in respect of the Premium shall be treated as delivered, to the extent thereof, in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the Cash Amount shall be treated as delivered in exchange for the Initial Principal Amount at Maturity of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the Cash Amount, together with the cash or Common Stock in respect of the Premium, issuable upon the conversion notices shall be based on the total Principal Amount at Maturity of the Securities converted. If the last day on which a Security may be delivered and such Securities converted is a Legal Holiday, the Security may be surrendered for conversion in accordance with on the Applicable Procedures as in effect from time to time. (g) next succeeding day that is not a Legal Holiday. Upon surrender of a Security that is converted in part, the Company Issuers shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Security surrendered." 2.2 Section 10.05 of the Indenture is hereby amended and restated in its entirety to read as follows: