Common use of Conversion Procedures Clause in Contracts

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, Global Notes shall be convertible in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g4.02(f), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;; and (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If the Conversion Notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, the Conversion Notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of the Note to be converted. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At For the avoidance of doubt, subject to the satisfaction by the Company of each of its obligations in connection with such conversion and any other conditions set forth in this Indenture, at the Close of Business on the Conversion Date for a Notesuch conversion, the converting applicable Holder shall no longer be the Holder of such Notethe Notes so converted.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect apply to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallconvert Securities: (i) duly In respect of a Definitive Security, a Holder must (A) complete and manually sign and complete a the conversion notice in on the form set forth in back of the Form of Notice of Conversion (the “Conversion Notice”) Security, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note Security to the Conversion Agent; ; (iiiC) if required, furnish appropriate endorsements and transfer documents; (ivdocuments as may be required by the Conversion Agent and, if required pursuant to Section 11.01(e) if requiredbelow, pay all transfer or similar taxes; and (D) if required pursuant to Section 2.01(d) above, pay funds equal to interest payable on the next interest payment date to which such Holder is not entitled. (ii) In respect of a beneficial interest in a Global Security, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Security and, if required pursuant to Section 2.01(d) above, pay funds equal to interest payable on the next interest payment date to which such Beneficial Owner is not entitled, and if required, pay all taxes or duties required pursuant to Section 11.01(e) below, if any. The date a Holder complies with the foregoing requirements is the “Conversion Date” hereunder. A Holder may convert a portion of the Securities only if the principal amount of such portion is $1,000 or an integral multiple of $1,000 If a Holder converts more than one Security at the same time, the cash and Maximum Deliverable Shares issuable upon the conversion (or, at the Company’s election as set forth in Section 4.02(g11.01(c); and (v) if required, make in lieu of such Maximum Deliverable Shares, cash payable or any payment required under Section 4.02(f). If, upon conversion combination of a Note, any shares of cash payable and Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon the conversion), if any, shall be treated as a stockholder of record (i) as based on the total principal amount of the Close Securities converted. If a Holder has already delivered a Fundamental Change Purchase Notice in connection with a Fundamental Change, with respect to a Security, the Holder may not surrender that Security for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice in accordance with this Indenture. Upon surrender of Business on a Security that is converted in part, the last VWAP Trading Day Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteSecurity surrendered.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the fundsall taxes or duties, if any, required by Section 4.02(f) and any taxes or duties if required for which the Holder is responsible pursuant to Section 4.02(g)4.06, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical certificated Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note and attached hereto as Exhibit B (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the completed Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;; and (iv) if required, pay all transfer taxes or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase duties pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time4.06. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be in this Section 10.02(b) is the “Conversion Date.” The Conversion Agent will provide the Company with respect notice of any conversion by a Holder of the Notes on the Conversion Date (which, for the avoidance of doubt, shall be the next Business Day if the applicable requirements are satisfied after the Close of Business on a Business Day and prior to the open of Business on the next Business Day). (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable upon such Noteconversion shall be issued. All such Notes surrendered for conversion shall, unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any certificated Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the . The person in whose name any the certificate or certificates for the number of shares of Common Stock that shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder become the holder of record (i) of such shares of Common Stock as of the Close of Business on such Conversion Date. Notwithstanding the last VWAP Trading Day foregoing and anything contained in this Indenture to the contrary, in no event shall a Holder be entitled to the benefit of a Conversion Rate adjustment pursuant to the provisions of Article X hereof in respect of Notes surrendered for conversion if, by virtue of being deemed the record holder of the applicable shares of Common Stock issuable upon such conversion pursuant to the foregoing sentence, such Holder participates, as a result of being such holder of record, in the transaction or event that would otherwise give rise to such Conversion Period Rate adjustment to the same extent and in a Combination Settlement and the same manner as holders of shares of Common Stock generally. (iie) as Upon the conversion of the Close of Business on the Conversion Date an interest in a Physical Settlement. At the Close of Business on the Conversion Date for a NoteGlobal Notes, the converting Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Note in respect of which a Holder shall no longer has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Company to purchase such Note may be the Holder of converted only if such NoteFundamental Change Repurchase Notice is withdrawn in accordance with Section 11.01(c) hereof.

Conversion Procedures. (a) Each Physical Note Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable ProceduresProcedures of the Depositary. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global NoteSecurity, the Holder must comply with the Applicable Procedures for convertingof the Depositary in effect at that time, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g14.02(f), and the Conversion Agent must be informed of the conversion in accordance with the customary practice Applicable Procedures of the Depositary. To exercise the conversion privilege with respect to any Physical NotesSecurities, the Holder of such Physical Notes Securities shall: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (viv) if required, make any payment required under Section 4.02(f14.02(f). If, upon conversion of a NoteSecurity, any shares of Common Stock are to be issued to a Person other than the Holder of such NoteSecurity, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant Security is subject to a Fundamental Change Purchase Repurchase Notice, such Note Security may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Repurchase Notice is withdrawn in accordance with Section 3.07 15.04 hereof prior to the relevant Fundamental Change Expiration Time. If a Holder submits its Securities for repurchase pursuant to a Fundamental Change Repurchase Notice, such Holder’s right to withdraw the Fundamental Change Repurchase Notice and convert the Securities that are subject to repurchase shall terminate at the Close of Business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date. For any NoteSecurity, the date first Business Day on which the Holder of such Note Security satisfies all of the applicable requirements set forth above with respect to such Note Security and on which conversion of such Security is not otherwise prohibited under this Indenture shall be the “Conversion Date” with respect to such NoteSecurity. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person Person in whose name the certificate for any shares of Common Stock shall be issuable delivered upon conversion, if any, conversion is registered shall be treated as a stockholder of record (i) as of the Close of Business on (i) such Conversion Date (in the case of Physical Settlement) or (ii) the last VWAP Trading Day of the applicable Conversion Observation Period (in a the case of Combination Settlement and (iiSettlement) as of except to the Close of Business on the Conversion Date in a Physical Settlementextent required by Section 14.04 hereof. At the Close of Business on the Conversion Date for a NoteSecurity, the converting Holder shall no longer be the Holder of such NoteSecurity.

Conversion Procedures. (a) Each Physical To convert its Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect pursuant to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent ofan Optional Conversion, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shalla Definitive Note must: (i1) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Optional Conversion Notice of Conversion (the “Conversion Notice”) or a facsimile of the Optional Conversion NoticeNotice with appropriate signature guarantee, and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (ii2) deliver the Conversion Notice, which is irrevocable, and surrender the Note to the Conversion Agent; (iii3) if required, furnish appropriate endorsements and transfer documents;documents if required by the Registrar or Conversion Agent; and (iv4) if required, pay all transfer or similar taxes as set forth if required pursuant to Section 12.04. If a Holder holds a beneficial interest in Section 4.02(g); anda Global Note, to convert such Note, the Holder must comply with clause (4) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. (vb) if requiredIn connection with an Optional Conversion or Mandatory Conversion, make any payment required under the Company shall deliver to the Holder of a Definitive Note, through the Conversion Agent, a number of shares of Common Stock per $1,000 of principal amount of Notes being converted equal to the Conversion Rate in effect on the applicable Conversion Date (plus cash in lieu of fractional shares of Common Stock in accordance with Section 4.02(f12.03 and adjusted pro rata for amounts being converted in integral multiples of $1.00). If, The shares of Common Stock due upon conversion of a Note, any shares of Common Stock are to Global Note shall be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn delivered by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn Company in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Depositary’s customary practices. (c) A Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion converted immediately prior to the Close close of Business business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person . The Person in whose name any the shares of Common Stock shall be issuable issued upon conversion, if any, any conversion pursuant to this Article 12 shall be treated as a stockholder become the holder of record (i) of such shares as of the Close close of Business business on the last VWAP Trading Day of the applicable Conversion Period Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock, including, among other things, the right to vote, tender in a Combination Settlement tender offer and (ii) as receive dividends and notices of shareholder meetings. On and after the Close close of Business business on the applicable Conversion Date in with respect to a Physical Settlement. At the Close conversion of Business on the Conversion Date for a NoteNote pursuant hereto, the converting Holder shall no longer be all rights of the Holder of such NoteNote shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in this Article 12, and all Liens securing the Obligations under such Note shall be released and terminated. Settlement of any conversion provided in this Article 12 shall occur on the third Business Day immediately following the applicable Conversion Date.

Conversion Procedures. (a) Each Physical Note Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global NoteSecurity, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(c) and any taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical NotesCertificated Securities, the Holder of any such Physical Notes Securities to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Security (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) make any payment required under Section 4.03(c); and (v) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)4.08. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be is the “Conversion Date.” The Conversion Agent will, as promptly as possible, and in any event within two (2) Business Days of the receipt thereof, provide the Company with respect notice of any conversion by a Holder of the Securities. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such NoteSecurities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the . The person in whose name any the certificate or certificates for the number of shares of Common Stock that shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder become the holder of record (i) of such shares of Common Stock as of the Close close of Business business on such Conversion Date. Notwithstanding the foregoing and anything contained in this Indenture to the contrary, in no event shall a Holder be entitled to the benefit of a Conversion Rate adjustment pursuant to the provisions of Section 4.04 in respect of Securities surrendered for conversion if, by virtue of being deemed the record holder of the shares of Common Stock issuable upon such conversion pursuant to the foregoing sentence, such Holder participates, as a result of being such holder of record, in the transaction or event that would otherwise give rise to such Conversion Rate adjustment to the same extent and in the same manner as holders of shares of Common Stock generally. (e) 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. (f) Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof prior to the close of business on the last VWAP Trading Business Day of prior to the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Purchase Date.

Conversion Procedures. (a) Each Physical Note Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global NoteSecurity, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(d) and any taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical NotesCertificated Securities, the Holder of any such Physical Notes Securities to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Security (the “Optional Conversion Notice”) or a facsimile of the Optional Conversion Notice; (ii) deliver the Optional Conversion Notice, which is irrevocable, and the Note Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) make any payment required under Section 4.03(d); and (v) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)4.08. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above is the “Optional Conversion Date.” The Conversion Agent will, as promptly as possible, and in any event within two (2) Business Days of the receipt thereof, provide the Company with respect to such Note notice of any conversion by a Holder of the Securities. (c) Each Optional Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the “Conversion Date” with respect shares issuable on conversion are to be issued in the same name as the registration of such NoteSecurities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Securities of a denomination greater than (x) $1,000 for Securities denominated in $1,000 increments and (y) $1.00 for Securities denominated in $1.00 increments, shall be surrendered for partial conversion, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the . The person in whose name any the certificate or certificates for the number of shares of Common Stock that shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder become the holder of record (i) of such shares of Common Stock as of the Close close of Business business on such Conversion Date. Notwithstanding the foregoing and anything contained in this Indenture to the contrary, in no event shall a Holder be entitled to the benefit of a Conversion Rate adjustment pursuant to the provisions of Section 4.04 in respect of Securities surrendered for conversion if, by virtue of being deemed the record holder of the shares of Common Stock issuable upon such conversion pursuant to the foregoing sentence, such Holder participates, as a result of being such holder of record, in the transaction or event that would otherwise give rise to such Conversion Rate adjustment to the same extent and in the same manner as holders of shares of Common Stock generally. (e) 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. (f) Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof prior to the close of business on the last VWAP Trading Business Day of prior to the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Purchase Date.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect apply to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallconvert Securities: (i) duly In respect of a Definitive Security, a Holder must (1) complete and manually sign and complete a conversion notice in the form set forth in Conversion Notice attached to the Form Security, or facsimile of Notice of Conversion (the “such Conversion Notice”) or a facsimile of the Conversion Notice; ; (ii2) deliver the Conversion Notice, which is irrevocable, and the Note Security to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iii3) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; (ivdocuments as may be required by the Conversion Agent and, if required pursuant to Section 12.01(e) if requiredbelow, pay all transfer or similar taxes as set forth in taxes; and (4) if required pursuant to Section 4.02(g); and2.01(c) above, pay funds equal to interest payable on the next interest payment date to which such Holder is not entitled. (vii) if required, make any payment required under Section 4.02(f). If, upon conversion In respect of a Notebeneficial interest in a Global Security, any shares of Common Stock are to be issued to a Person other than the Holder of such Notebeneficial owner must comply with DTC’s procedures for converting a beneficial interest in a Global Security and, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase if required pursuant to Section 2.01(c) above, pay funds equal to interest payable on the next interest payment date to which such beneficial owner is not entitled. The date a Fundamental Change Purchase Notice, such Note may not be converted except to Holder satisfies the extent such Note has been withdrawn by the Holder and foregoing requirements is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Notehereunder. Each conversion A Security shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business converted on the applicable Conversion Date; provided, howeverand at such time the rights of the Holder of such Security as Holder shall cease, that except the right to receive the extent required by Section 4.04, the person in whose name any shares of Common Stock and cash, if any, to which they are entitled pursuant to this Article 12, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. Upon conversion, interest on the Securities or portion thereof so converted shall cease to accrue and to be entitled to any benefit or security under this Indenture. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon conversionthe conversion (and cash in lieu of fractions thereof as provided in Section 12.01(d)), if any, shall be treated as a stockholder of record (i) as based on the total principal amount of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteSecurities converted.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to If you hold a beneficial interest in a Global Noteglobal note, the Holder to convert you must comply with the Applicable Procedures DTC’s procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on in a Global Note and pay the fundsglobal note and, if anyrequired, required by Section 4.02(f) pay funds equal to interest payable on the next interest payment date to which you are not entitled. As such, if you are a beneficial owner of the notes, you must allow for sufficient time to comply with DTC’s procedures if you wish to exercise your conversion rights. If you hold a certificated note, to convert you must: ● complete and any taxes manually sign the conversion notice on the back of the note, or duties if required pursuant to Section 4.02(g)a facsimile, and the Conversion Agent must be informed PDF or other electronic transmission of the conversion in accordance with the customary practice of the Depositary. To exercise notice; ● deliver the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Noticenotice, which is irrevocable, and the Note note to the Conversion Agent; (iii) conversion agent; ● if required, furnish appropriate endorsements and transfer documents; (iv) ; and ● if required, pay all transfer funds equal to any accrued interest that has not been capitalized and is payable on the next interest payment date to which you are not entitled. We will pay any documentary, stamp or similar taxes as set forth in Section 4.02(g); and (v) if required, make issue or transfer tax on the issuance of any payment required under Section 4.02(f). If, shares of our common stock upon conversion of a Notethe notes, any unless the tax is due because the holder requests such shares of Common Stock are to be issued to in a Person name other than the Holder of such Noteholder’s name, in which case the related Conversion Notice shall include such other Person’s name and addressholder will pay the tax. We refer to the date you comply with the relevant procedures for conversion described above as the “conversion date.” If a Note holder has been submitted for already delivered a repurchase pursuant to a notice as described under “—Fundamental Change Purchase Notice, such Note may not be converted except Permits Holders to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant Require Us to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion DateRepurchase Notes” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered a note, the holder may not surrender that note for conversion immediately prior until the holder has withdrawn the repurchase notice in accordance with the relevant provisions of the indenture. If a holder submits its notes for required repurchase, the holder’s right to withdraw the Close repurchase notice and convert the notes that are subject to repurchase will terminate at the close of Business business on the applicable Conversion Date; provided, however, that except to business day immediately preceding the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant fundamental change repurchase date.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note Depositary’s then applicable conversion program procedures and pay the funds, if any, required by Section 4.02(f) hereof and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary) hereof. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i1) duly complete and manually sign and complete a conversion notice as provided in the form set forth in the Form of Notice of Conversion attached to Exhibit A hereto (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii2) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii3) if required, furnish appropriate endorsements and transfer documents;, (iv4) if required, make any payment required under Section 4.02(f) hereof; and (5) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)hereof. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person person other than the Holder of such Note, the related Conversion Notice shall include such other Personperson’s name and address. If a Note has been submitted for repurchase pursuant is subject to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant not subject to a Fundamental Change Purchase Notice Notice, or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 3.03 hereof prior to the relevant Fundamental Change Expiration TimeTime or the there is a Default by the Issuer in the payment of the Fundamental Change Purchase Price with respect to such Note. For any Note, the date first Business Day on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to under this Indenture for conversion of such Note and on which conversion of such Note is not otherwise prohibited under this Indenture shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.044.04 hereof, the person in whose name any shares of Common Stock shall be issuable delivered upon conversion, if any, conversion are registered shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Observation Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements set forth in this Section 2.13. To convert the Notes, a Holder must (a) Each Physical Note shall be convertible at complete and manually sign the office irrevocable conversion notice on the reverse of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. Note (bor complete and manually sign a facsimile of such notice) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer deliver such notice to the Conversion Agent of, a beneficial interest on a Global Note and pay at the funds, if any, required office maintained by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege for such purpose, (b) with respect to any Physical NotesNotes which are in certificated form, surrender the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; , or, if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary, (iiic) if required, furnish appropriate endorsements and transfer documents; documents if required by the Conversion Agent, the Company or the Trustee and (ivd) if required, pay all any transfer or similar taxes as set forth in Section 4.02(g); and (v) tax, if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable such requirements set forth above with respect to such Note shall be the “Conversion Date.” Notes in respect of which a Holder has delivered a Purchase Notice or a Change in Control Purchase Notice may be converted only if such notice is withdrawn in accordance with respect the terms of Section 2.08 or 2.09, as the case may be. 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 surrendered Notes not surrendered for conversion. A Holder may convert fewer than all of such Holder’s Notes so long as the Notes converted are an integral multiple of $1,000 principal amount. Upon surrender of a Note for conversion by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company is required to deduct and withhold under applicable law in connection with the conversion; provided, however, if the Holder does not deliver such cash, the Company may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Upon conversion of a Note, a Holder will not receive any cash payment representing accrued and unpaid interest on such Note, except as specified in the immediately following paragraph. Each Instead, upon a conversion shall of Notes, the Company will deliver to the surrendering Holder only the consideration specified in Section 2.12. Delivery of cash and Common Shares, if any, upon a conversion of Notes will be deemed to have been effected as satisfy the Company’s obligation to pay the principal of the Notes and any accrued and unpaid interest thereon. Accordingly, upon a conversion of Notes, any accrued and unpaid interest will be deemed paid in full rather than cancelled, extinguished or forfeited. In no event will the Conversion Rate be adjusted to account for accrued and unpaid interest on the Notes. Upon the conversion of Notes, accrued interest thereon will be deemed to be paid by delivery of the consideration due to the converting Holder upon such conversion, except that Holders of Notes at the close of business on a Regular Record Date for an interest payment will receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Notes (or portion thereof) at any time after the close of business on the applicable Regular Record Date. Notes surrendered for conversion immediately by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to the Close corresponding Interest Payment Date must be accompanied by payment of Business an amount equal to the interest that such Holder is to receive on the applicable Conversion such Notes on such Interest Payment Date; provided, however, that except no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to such Interest Payment Date, or (2) with respect to overdue interest, if any overdue interest exists at the extent required by Section 4.04time of conversion with respect to such Notes. Upon conversion of a Note, the person Company, if it has not elected to deliver cash in whose name any shares lieu of Common Stock shall be issuable upon conversionShares, if any, otherwise deliverable upon conversion, will pay any documentary, stamp or similar issue or transfer tax due on the issue or delivery of the Common Shares upon such conversion unless the tax is due because the Holder requests the Common Shares to be issued or delivered to a Person other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such Common Shares. Certificates representing Common Shares will not be issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Common Shares. Such Holder shall only acquire such rights upon the delivery by the Company of Common Shares, if any, in accordance with the provisions of Section 2.12 upon a conversion of Notes by a Holder. If a Holder converts more than one Note at the same time, the number of Common Shares, if any, issuable upon the conversion shall be treated as a stockholder of record (i) as based on the total principal amount of the Close Notes surrendered for conversion. The Company shall, prior to issuance of Business on any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the last VWAP Trading Day conversion of the Notes at the applicable Conversion Period in Rate. Any Common Shares delivered upon a Combination Settlement conversion of Notes shall be newly issued shares or treasury shares, shall be duly and (ii) validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of Common Shares, if any, upon a conversion of Notes and shall cause to have listed or quoted all such Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which the Common Shares are then listed or quoted. Except as set forth herein, no other payment or adjustment for interest shall be made upon conversion of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteNotes.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect apply to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallconvert Securities: (i) duly In respect of a Definitive Security, a Holder must (A) complete and manually sign and complete a the conversion notice in on the form set forth in back of the Form of Notice of Conversion (the “Conversion Notice”) Security, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note Security to the Conversion Agent; ; (iiiC) if required, furnish appropriate endorsements and transfer documents; (ivdocuments as may be required by the Conversion Agent and, if required pursuant to Section 9.01(e) if requiredbelow, pay all transfer or similar taxes as set forth in taxes; and (D) if required pursuant to Section 4.02(g); and2.01(d) above, pay funds equal to interest and Additional Interest, if any, payable on the next interest payment date to which such Holder is not entitled. (vii) In respect of a beneficial interest in a Global Security, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Security and, if required pursuant to Section 2.01(d) above, pay funds equal to interest payable on the next interest payment date to which such Beneficial Owner is not entitled, and if required, make any payment pay all taxes or duties required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to Section 9.01(e) below, if any. The date a Fundamental Change Purchase Notice, such Note may not be converted except to Holder complies with the extent such Note has been withdrawn by the Holder and foregoing requirements is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to hereunder. A Holder may convert a portion of the Securities only if the principal amount of such Noteportion is $1,000 or an integral multiple of $1,000. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to If a Holder converts more than one Security at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04same time, the person in whose name any shares of Common Stock shall be cash and Maximum Deliverable Shares issuable upon the conversion, if any, shall be treated as a stockholder of record (i) as based on the total principal amount of the Close Securities converted. If a Holder has already delivered a Fundamental Change Purchase Notice in connection with a Fundamental Change, with respect to a Security, the Holder may not surrender that Security for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice in accordance with this Supplemental Indenture. Upon surrender of Business on a Security that is converted in part, the last VWAP Trading Day Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteSecurity surrendered.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (a) Each Physical Note shall be convertible at the office In respect of the Conversion Agent andNotes held in certificated form, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the such Conversion Notice; ; (ii) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iii) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent or stock transfer agent; (iv) if requiredrequired pursuant to Section 5.08 below, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (v) if required pursuant to Section 5.03(c) below, pay funds equal to interest payable on the next Interest Payment Date. (b) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.03(c), pay funds equal to interest payable on the next Interest Payment Date, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. IfThe date a Holder satisfies the foregoing requirements, upon conversion of a Noteas applicable, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” hereunder. No Conversion Notice with respect to any Notes may be tendered by a Holder thereof if such NoteHolder 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 4.01. A Holder’s right to convert its Notes that are subject to such Fundamental Change Repurchase Notice will terminate at the Close of Business on the second Scheduled Trading Day immediately preceding the relevant Fundamental Change Repurchase Date. Upon surrender of a certificated Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new certificated Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall make a notation in its records as to the reduction in the principal amount represented thereby. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to and the extent required by Section 4.04, the person Person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as conversion will become a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteDate.

Conversion Procedures. (a) Each Physical Note shall be convertible at To convert a Debenture, a Debentureholder must (1) complete and manually sign the office conversion notice on the back of the Debenture and deliver such notice to a Conversion Agent, (2) surrender the Debenture to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (4) pay all transfer or similar taxes, if required pursuant to Section 15.04. The date on which the Debentureholder has complied with all of those requirements is the “Conversion Date.” Upon the conversion of a Debenture, the Company will pay the cash and deliver the shares of Common Stock, as applicable, as promptly as practicable after the later of the Conversion Agent andDate and the date that all calculations necessary to make such payment and delivery have been made, if applicablebut in no event later than five Business Days after the later of those dates. Anything herein to the contrary notwithstanding, in the case of Global Debentures, conversion notices may be delivered and such Debentures may be surrendered for conversion in accordance with the Applicable Procedures. (b) To Procedures as in effect from time to time. In order to exercise the conversion privilege with respect to a beneficial any interest in a Global NoteDebenture, the Holder beneficial holder must comply with complete, or cause to be completed, the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depository’s book-entry conversion program, deliver or cause to be delivered, by book-entry delivery an interest in such Global Debenture, furnish appropriate endorsements and transfer to documents if required by the Company or the Trustee or Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by this Section 4.02(f) 15.02 and any taxes transfer or duties similar taxes, if any, required pursuant by Section 15.04. Anything herein to Section 4.02(g)the contrary notwithstanding, in the case of Global Debentures, conversion notices may be delivered and the Conversion Agent must such Debentures may be informed of the surrendered for conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect Applicable Procedures as in effect from time to any Physical Notes, the Holder of such Physical Notes shall:time. (ib) duly sign and complete a conversion notice The person in whose name the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are issuable upon conversion shall be deemed to be issued to a Person other than the Holder holder of record of such NoteCommon Stock on the later of (i) the Conversion Date, (ii) the related Conversion Notice shall include 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, but not all, of such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Noteshares of Common Stock, the date on which the Holder amount of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have cash issuable per Debenture has been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Datedetermined; provided, however, that except no surrender of a Debenture on any 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 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 applicable Conversion Rate as if the stock transfer books of the Company had not been closed. Upon conversion of a Debenture, such person shall no longer be a Debentureholder. 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 Debenture prior to the extent required issuance of such shares. (c) Holders of Debentures surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Debentures or portions thereof called for redemption) will receive the semiannual interest payable on such Debentures on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Debentures for conversion, unless such Debentures are being converted solely pursuant to Section 15.01(a)(2) or Section 15.01(a)(5) (in each case in accordance with the second paragraph of Section 2.03), such Debentures shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date. Except as otherwise provided in this Section 4.0415.02(c), no payment or adjustment will be made for accrued interest on a converted Debenture. (d) Subject to Section 15.02(c), nothing in this Section shall affect the person right of a Debentureholder in whose name any Debenture is registered at the close of business on a Record Date to receive the interest payable on such Debenture on the related Interest Payment Date in accordance with the terms of this Indenture and the Debentures. If a Debentureholder converts more than one Debenture at the same time, the amount of cash to be paid and the number of shares of Common Stock shall be issuable upon the conversion, if any, (and the amount of any cash in lieu of fractional shares pursuant to Section 15.03) shall be treated as based on the aggregate principal amount of all Debentures so converted. (e) In the case of any Debenture which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Debentureholder thereof, without service charge, a stockholder new Debenture or Debentures of record (i) as authorized denominations in an aggregate principal amount equal to, and in exchange for, the unconverted portion of the Close principal amount of Business such Debenture. A Debenture may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Debenture 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 Debentureholder is or will be entitled to convert their Debentures into shares of Common Stock pursuant to this Article 15, the Company will use its reasonable efforts to post such information on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of Company’s website or otherwise publicly disclose such Noteinformation.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g4.02(f), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;; and (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At For the avoidance of doubt, subject to the satisfaction by the Company of each of its obligations in connection with such conversion and any other conditions set forth in this Indenture, at the Close of Business on the Conversion Date for a Notesuch conversion, the converting applicable Holder shall no longer be the Holder of such Notethe Notes so converted.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a book-entry transfer conversion pursuant to the Depositary’s book‑entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the fundsall taxes or duties, if any, required by Section 4.02(f) and any taxes or duties if required for which the Holder is responsible pursuant to Section 4.02(g)4.07, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical certificated Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note and attached hereto as Exhibit B (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the completed Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;; and (iv) if required, pay all transfer taxes or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase duties pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time4.07. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be in this Section 10.02(b) is the “Conversion Date.” The Conversion Agent will provide the Company with respect notice of any conversion by a Holder of the Notes on the Conversion Date (which, for the avoidance of doubt, shall be the next Business Day if the applicable requirements are satisfied after the Close of Business on a Business Day and prior to the Open of Business on the next Business Day). (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable upon such Noteconversion shall be issued. All such Notes surrendered for conversion shall, unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any certificated Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the . The person in whose name any the certificate or certificates for the number of shares of Common Stock that shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder become the holder of record (i) of such shares of Common Stock as of the Close of Business on such Conversion Date. Notwithstanding the last VWAP Trading Day foregoing and anything contained in the Indenture to the contrary, in no event shall a Holder be entitled to the benefit of a Conversion Rate adjustment pursuant to the provisions of Article X hereof in respect of Notes surrendered for conversion if, by virtue of being deemed the record holder of the applicable shares of Common Stock issuable upon such conversion pursuant to the foregoing sentence, such Holder participates, as a result of being such holder of record, in the transaction or event that would otherwise give rise to such Conversion Period Rate adjustment to the same extent and in a Combination Settlement and the same manner as holders of shares of Common Stock generally. (iie) as Upon the conversion of the Close of Business on the Conversion Date an interest in a Physical Settlement. At the Close of Business on the Conversion Date for a NoteGlobal Notes, the converting Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Note in respect of which a Holder shall no longer has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Company to repurchase such Note may be the Holder of converted only if such NoteFundamental Change Repurchase Notice is withdrawn in accordance with Section 11.02(c) hereof.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At For the avoidance of doubt, subject to the satisfaction by the Company of each of its obligations in connection with such conversion and any other conditions set forth in this Indenture, at the Close of Business on the Conversion Date for a Notesuch conversion, the converting Holder shall no longer be the Holder of such Notethe Notes so converted.

Conversion Procedures. (a) Each Physical Note Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable ProceduresProcedures of the Depository. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global NoteSecurity, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depository’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the DepositaryDepository. To exercise the conversion privilege with respect to any Physical NotesSecurities, the Holder of such Physical Notes Securities shall: (i1) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii2) deliver the Conversion Notice, which is irrevocable, and the Note Security to the Conversion Agent; (iii3) if required, furnish appropriate endorsements and transfer documents;, (iv4) if required, make any payment required under Section 4.02(f); and (5) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a NoteSecurity, any shares of Common Stock are to be issued to a Person person other than the Holder of such NoteSecurity, the related Conversion Notice shall include such other Personperson’s name and address. If a Note has been submitted for repurchase pursuant Security is subject to a Fundamental Change Purchase Notice, such Note Security may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 3.04 hereof prior to the relevant Fundamental Change Expiration Time. For any NoteSecurity, the date first Business Day on which the Holder of such Note Security satisfies all of the applicable requirements set forth above with respect to such Note Security and on which conversion of such Security is not otherwise prohibited under this Indenture shall be the “Conversion Date” with respect to such NoteSecurity. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, and the person in whose name the certificate for any shares of Common Stock shall be issuable delivered upon conversion, if any, conversion is registered shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable such Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteDate.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the its Conversion Agent ofRight, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Definitive Registered Notes shallmust: (i) duly complete and manually sign and complete a conversion notice Conversion Notice in the form set forth in the Form of Notice of Conversion Exhibit D hereto (the “a "Conversion Notice”") and deliver (or a facsimile of cause to be delivered) such Conversion Notice to the Paying and Conversion NoticeAgent; (ii) deliver surrender the Conversion Notice, which is irrevocable, and the Definitive Note to the Conversion AgentRegistrar for cancellation; (iii) if required, furnish appropriate endorsements and transfer documents;; and (iv) if required but subject to Section 6.08, pay any taxes and capital, stamp, issue and registration duties arising on the exercise of such Conversion Right, and all taxes, if any, arising by reference to any disposal or deemed disposal of any Ordinary Shares in connection with the exercise of such Conversion Right. (b) To exercise its Conversion Right, a holder of Book-Entry Interests must: (i) duly complete and manually sign a Conversion Notice and deliver (or cause to be delivered) such Conversion Notice to the Issuer and the Paying and Conversion Agent; (ii) transfer such Book-Entry Interests to the Paying and Conversion Agent by book-entry transfer for cancellation; (iii) if required, pay all furnish appropriate endorsements and transfer or similar taxes as set forth in Section 4.02(g)documents; and (viv) if requiredrequired but subject to Section 6.08, make pay any payment required under Section 4.02(f). Iftaxes and capital, upon conversion stamp, issue and registration duties arising on the exercise of such Conversion Right, and all taxes, if any, arising by reference to any disposal or deemed disposal of any Ordinary Shares in connection with the exercise of such Conversion Right. (c) Once delivered, a NoteConversion Notice will, any shares of Common Stock are to be issued to a Person unless the Conversion Date has not occurred within the month following the Conversion Notice Date (other than as a result of such Holder or holder not complying with Section 6.02(a) or 6.02(b) or the Issuer otherwise consents in writing, be irrevocable; provided, that if the Issuer is unable to effect the conversion as provided in Section 6.01, a Holder can revoke the Conversion Notice and keep the Notes. (d) A Conversion Notice will be duly completed only if the Holder of such Notefully completes the form and thereby makes any necessary representations set forth in the Conversion Notice. The Company, the related Trustee or the Paying and Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase NoticeAgent may reject any incomplete or incorrect notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except no such rejection may impair any Holder's conversion rights pursuant hereto. All costs and expenses incurred or caused by an incomplete or incorrect notice shall be for the account of the Person submitting such Conversion Notice. (e) The first Business Day following the date on which all of the foregoing requirements set forth in clauses (a) (b) and (d) above have been satisfied is the "Conversion Notice Date." Subject to Section 6.01(b), Ordinary Shares to be issued upon conversion or exchange of Notes shall be issued and registered within the month following the relevant Conversion Notice Date (the date of such issuance being referred to herein as the "Conversion Date") in the name(s) of the Person completing the Conversion Notice. (f) Unless and until the Conversion Date has occurred with respect to any Notes or Book-Entry Interests as to which the Holder has exercised its Conversion Right, such holder shall retain all rights with respect to such Notes or Book-Entry Interests and any such Notes or Book-Entry Interests delivered to the extent required Paying and Conversion Agent shall be held by Section 4.04the Paying and Conversion Agent for the sole benefit of the holder thereof until the Conversion Date. (g) In connection with the foregoing, at least 20 Business Days prior to the Conversion Date with respect to any Notes, the person in whose name any shares of Common Stock shall be issuable upon conversionPaying and Conversion Agent will deliver to the Issuer, if any, shall be treated as the Trustee and the Transfer Agent a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day copy of the applicable Conversion Period Notice and any documents required to be delivered therewith. Each such delivery to the Transfer Agent shall indicate whether the Ordinary Shares to be delivered pursuant thereto must bear a legend pursuant to the terms hereof and, if so, the text of such legend. (h) If the owner of a Book-Entry Interest shall exercise Conversion Rights attaching to Notes represented by a Global Note in the manner set out in this Indenture, upon transfer or surrender of such Book-Entry Interest to the account of the Book-Entry Depositary maintained with the Depositary, the Book-Entry Depositary shall promptly (i) deliver the relevant Global Note (and any certificates and transfer instructions) to the Paying and Conversion Agent for endorsement to reflect the reduction in principal amount of such Global Note resulting from such Conversion, (ii) request that the Paying and Conversion Agent deliver all certificates and instructions relating to such Conversion to the Registrar, and (iii) instruct the Depositary to cancel the Book-Entry Interest surrendered or transferred to the account of the Book-Entry Depositary maintained with the Depositary. (i) In respect of any exercise of Conversion Rights by a Combination Settlement holder of Book-Entry Interests, on the Conversion Date related thereto, the Paying and Conversion Agent shall (i) endorse the relevant Global Notes with the relevant decrease to reflect such conversion and (ii) as thereafter, return such Global Notes to the Book-Entry Depositary. (j) The Paying and Conversion Agent will cause duly surrendered Notes to be presented to the Issuer in exchange for the number of newly issued Ordinary Shares issuable upon conversion of such Notes at the Conversion Price in effect on the relevant Conversion Date. (k) Upon conversion of any Definitive Registered Note which is converted in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Close of Business on the Conversion Date Company, a new Definitive Registered Note or Definitive Registered Notes in authorized denominations in a Physical Settlement. At principal amount equal to the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder unconverted portion of such Definitive Registered Note.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a any beneficial interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(f) and any all transfer or similar taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Definitive Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g)4.08; and (v) pay the funds, if requiredany, make any payment required under Section 4.02(f4.03(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above in this Section 4.02(b) with respect to such a Note shall be is the “Conversion Date” with respect to for such Note. The Conversion Agent shall, as promptly as possible, and in any event within two (2) Business Days of the receipt thereof, provide the Company with notice of any conversion by a Holder of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close close of Business business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares share of Common Stock shall be is issuable upon conversion, if any, shall conversion of any Note will be treated as a stockholder deemed to become the holder of record of that share of Common Stock as of the close of business on (i) as the Conversion Date for such conversion, in the case of the Close of Business on Physical Settlement; or (ii) the last VWAP Trading Day of the applicable related Observation Period for such conversion, in the case of Combination Settlement. (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Period Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Combination Settlement and (ii) as Note in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Close Company to repurchase such Note may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with Article III hereof prior to the close of Business business on the Conversion Date in a Physical Settlement. At Business Day immediately preceding the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Repurchase Date.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with the Applicable Procedures Depositary’s procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on in a Global Note and and, if required, pay the funds, if any, funds required by Section 4.02(f4.03(e) and pay any taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i1) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii2) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii3) if required, furnish appropriate endorsements and transfer documents;, (iv4) make any payment required under Section 4.03(e); and (5) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)4.08. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be is the “Conversion Date.” The Conversion Agent will, as promptly as possible, and in any event within two Business Days of the receipt thereof, provide the Company and the Trustee with respect notice of any conversion by a Holder of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Note. Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Authenticating Agent shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (e) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except and with respect to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be that are issuable upon such conversion, if any, shall be treated as a stockholder of record : (i) if such conversion was subject to a Physical Settlement, the Person in whose name such shares of Common Stock will be registered shall become the holder of record of such shares as of the Close close of Business business on the Conversion Date; and (ii) if such conversion was subject to a Combination Settlement, the Person in whose name such shares of Common Stock will be registered shall become the holder of record of such shares as of the close of business on the last VWAP Trading Day of the applicable related Observation Period. (f) Upon the conversion of an interest in Global Notes, the Conversion Period Agent (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (g) Notwithstanding the foregoing, a Combination Settlement and (ii) as Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Close Company to purchase such Note may be converted only if such notice of Business exercise is withdrawn in accordance with Article 3 hereof prior to the close of business on the Conversion Date in a Physical Settlement. At Business Day prior to the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Purchase Date.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable ProceduresAgent. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Trustee or Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(d) and any taxes or duties if required pursuant to Section 4.02(g), 4.08 and the Trustee or Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) make any payment required under Section 4.03(d); and (v) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)4.08. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be is the “Conversion Date.” The Trustee will, as promptly as possible, and in any event within two (2) Business Days, provide the Company with respect notice of any conversion by Holders of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such NoteNotes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name the certificate or certificates for the number of shares of Common Stock, if any, that shall be issuable upon such conversion in respect of any Trading Day during an Observation Period, if applicable, shall become the Holder of record of such shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close close of Business business on such Trading Day. (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof prior to the close of business on the last VWAP Trading Business Day of prior to the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Purchase Date.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (a) Each Physical Note shall be convertible at the office In respect of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent ofCertificated Notes, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallmust: (i) duly complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the such Conversion Notice; (ii) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent at the office maintained by the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) documents as may be required by the Conversion Agent and, if requiredrequired pursuant to Section 5.08 below, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and (viv) if requiredrequired pursuant to Section 5.03(b), make any payment required under Section 4.02(f). If, upon conversion pay funds equal to interest payable on the next Interest Payment Date. (b) In respect of a beneficial interest in a Global Note, a Beneficial owner must comply with Applicable Procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.03(b), pay funds equal to interest payable on the next Interest Payment Date and all taxes or duties, if any. The date a Holder satisfies the foregoing requirements is the “Conversion Date” hereunder. If a Holder converts Notes, the Company will pay any documentary, stamp or similar issue or transfer tax due on the issuance of any shares of Common Stock are upon the conversion, unless the tax is due because the Holder requests any shares to be issued to in a Person name other than the Holder’s name, in which case the Holder of will pay that tax. No Note may be surrendered for conversion by a Holder thereof if such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note Holder has been submitted for repurchase pursuant to also tendered a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Repurchase Notice or an Option Purchase Notice or unless and not validly withdrawn such Fundamental Change Purchase Notice is withdrawn notice in accordance with the applicable provisions of Section 3.07 prior 4.01 or Section 4.02, as applicable, unless the Company defaults in the payment of the repurchase price. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the relevant Fundamental Change Expiration Time. For any NoteHolder, a new Note in an authorized denomination equal in principal amount to the date on which the Holder of such Note satisfies all unconverted portion of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Notesurrendered.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with the Applicable Procedures Depositary’s procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on in a Global Note and and, if required, pay the funds, if any, funds required by Section 4.02(f4.03(e) and pay any taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) make any payment required under Section 4.03(e); and (v) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)4.08. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be is the “Conversion Date.” The Conversion Agent will, as promptly as possible, and in any event within two Business Days of the receipt thereof, provide the Company and the Trustee with respect notice of any conversion by a Holder of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Note. Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Authenticating Agent shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (e) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except and with respect to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be that are issuable upon such conversion, if any, shall be treated as a stockholder of record : (i) if such conversion was subject to a Physical Settlement, the Person in whose name the certificate or certificates for such shares of Common Stock will be registered, shall become the holder of record of such shares as of the Close close of Business business on the Conversion Date; and (ii) if such conversion was subject to a Combination Settlement, the Person in whose name the certificate or certificates for such shares of Common Stock will be registered, shall become the holder of record of such shares as of the close of business on the last VWAP Trading Day of the applicable related Observation Period. (f) Upon the conversion of an interest in Global Notes, the Conversion Period Agent (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (g) Notwithstanding the foregoing, a Combination Settlement and (ii) as Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Close Company to purchase such Note may be converted only if such notice of Business exercise is withdrawn in accordance with Article 3 hereof prior to the close of business on the Conversion Date in a Physical Settlement. At Business Day prior to the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Purchase Date.

Conversion Procedures. (a1) Each Physical If a Note shall be convertible at the office is represented by a certificated security, to exercise its right of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent ofconversion, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallmust: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) , with the appropriate signature guarantee, or a facsimile of the Conversion NoticeNotice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (ii) deliver surrender the Conversion Notice, which is irrevocable, and the certificated Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documentsdocuments if required by the Registrar or Conversion Agent; (iv) if required, pay all transfer or similar taxes as set forth in if required pursuant to Section 4.02(g5.03(e); and (v) pay all funds equal to interest payable on the next Interest Payment Date required by Section 5.03(b), if requiredany, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. or (2) If a Note is represented by a global security, to exercise its right of conversion, a Holder must comply with Section 5.04(a)(1)(iv) and Section 5.04(a)(1)(v) above and the Depositary’s procedures for converting a beneficial interest in a global security. (b) If a Holder has been submitted its Notes for repurchase upon a Fundamental Change or on a Repurchase Date, such Holder may only convert its Notes if it withdraws its Fundamental Change Repurchase Notice or Repurchase Notice, as the case may be, prior to the Fundamental Change Repurchase Date or the applicable Repurchase Date, pursuant to Section 3.02(b) or 3.03(b), as the case may be. If such Holder’s Notes are submitted for repurchase pursuant to upon a Fundamental Change Purchase or on a Repurchase Date, such Holder’s right to withdraw its Fundamental Change Repurchase Notice or Repurchase Notice, such Note as the case may not be converted except be, and convert its Notes that are subject to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to will terminate at the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date or applicable Conversion Repurchase Date; provided, however, that except to as the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Notecase may be.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(d) and any all transfer or similar taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Definitive Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) pay the funds, if any, required under Section 4.03(d); and (v) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)4.08. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be in this Section 4.02(b) is the “Conversion Date.” The Conversion Agent shall, as promptly as possible, and in any event within two (2) Business Days of the receipt thereof, provide the Company with respect notice of any conversion by a Holder of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such NoteNotes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close close of Business business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name the certificate or certificates for the number of shares of Common Stock, if any, that shall be issuable upon such conversion in respect of any Trading Day during an Cash Settlement Averaging Period, if applicable, shall become the holder of record of such shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close close of Business business on the last VWAP Trading Day of such Cash Settlement Averaging Period. (e) Upon the applicable conversion of an interest in Global Notes, the Trustee (or other Conversion Period Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Combination Settlement and (ii) as Note in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Close Company to repurchase such Note may be converted only if such notice of Business exercise is withdrawn in accordance with Article 3 hereof prior to the close of business on the Conversion Date in a Physical Settlement. At second Scheduled Trading Day immediately preceding the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Repurchase Date.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures.apply to convert Notes: (bi) To exercise the conversion privilege with in respect to of a beneficial interest in a Global global note, a Beneficial Owner must comply with the procedures of DTC for converting a beneficial interest in a global note and, if required pursuant to Section 2.06(b), pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, pay all taxes or duties, if any; and (ii) in respect of a certificated Note, the Holder must comply with (A) complete and manually sign the Applicable Procedures for converting, and effecting a book-entry transfer to conversion notice on the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed back of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notesnote, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note to the Conversion Agent; ; (iiiC) if required, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent; (ivD) if requiredrequired pursuant to Section 5.02(c), pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (vE) if requiredrequired pursuant to Section 2.06(b), make any pay funds equal to interest payable on the next interest payment required under Section 4.02(f)date to which such Holder is not entitled. IfThe date a Holder complies with the foregoing requirements is the "Conversion Date" hereunder. At the Conversion Date the rights of the Holders of such converted Notes as Holders shall cease, upon conversion of a Note, any and the Person or Persons entitled to receive the shares of Common Stock are issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. The Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in cash in lieu of any fractional shares, as provided in Section 5.01(b), by the third Business Day immediately following the Conversion Date (the "Settlement Date"). A Holder may convert a portion of its Notes only if the principal amount of such portion is $1,000 or an integral multiple thereof. In the case of any Note that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to be issued to a Person other than the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note Holder has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to already delivered a Fundamental Change Purchase Notice or unless such in connection with a Fundamental Change, with respect to a Note, the Holder may not surrender that Note for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Timethis Supplemental Indenture. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such If more than one Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at one time by the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04same Holder, the person in whose name any number of full shares of Common Stock issuable upon conversion thereof shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as computed on the basis of the Close of Business on the last VWAP Trading Day aggregate principal amount of the applicable Conversion Period in a Combination Settlement and Notes (iior specified portions thereof) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noteso surrendered.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise apply to the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallSecurities: (i) duly In respect of a Definitive Security, a Holder must (A) complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) Security, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note Security to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iiiC) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; (ivdocuments as may be required by the Conversion Agent and, if required pursuant to Section 12.01(e) if requiredbelow, pay all transfer or similar taxes as set forth in taxes; and (D) if required pursuant to Section 4.02(g); and2.01(d) above, pay funds equal to interest payable on the next interest payment date to which such Holder is not entitled. (vii) In respect of a beneficial interest in a Global Security, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Security and, if required pursuant to Section 2.01(d) above, pay funds equal to interest payable on the next interest payment date to which such Beneficial Owner is not entitled, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. If, upon conversion of The date a Note, any shares of Common Stock are to be issued to a Person other than Holder satisfies the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and foregoing requirements is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Notehereunder. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to If a Holder converts more than one Security at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04same time, the person in whose name any cash and number of shares of Common Stock shall be issuable upon the conversion, if any, shall be treated as a stockholder of record (i) as based on the total principal amount of the Close Securities converted. Upon surrender of Business on a Security that is converted in part, the last VWAP Trading Day Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteSecurity surrendered.

Conversion Procedures. (a1) Each Physical If a Note shall be convertible at the office is represented by a certificated security, to exercise its right of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent ofconversion, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallmust: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) , with the appropriate signature guarantee, or a facsimile of the Conversion NoticeNotice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; (ii) deliver surrender the Conversion Notice, which is irrevocable, and the certificated Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documentsdocuments if required by the Registrar or Conversion Agent; (iv) if required, pay all transfer or similar taxes as set forth in if required pursuant to Section 4.02(g5.01(e); and (v) pay funds equal to interest payable on the next Interest Payment Date required by Section 5.01(c), if requiredany, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. or (2) If a Note is represented by a global security, to exercise its right of conversion, a Holder must comply with Section 5.04(a)(1)(iv) and Section 5.04(a)(1)(v) above and the Depositary’s procedures for converting a beneficial interest in a global security. (b) If a Holder has been submitted its Notes for repurchase upon a Fundamental Change or on a Repurchase Date, such Holder may only convert its Notes if it withdraws its Fundamental Change Repurchase Notice or Repurchase Notice, as the case may be, prior to the Fundamental Change Repurchase Date or the applicable Repurchase Date, pursuant to Section 3.02(b) or 3.03(b), as the case may be. If such Holder’s Notes are submitted for repurchase pursuant to upon a Fundamental Change Purchase or on a Repurchase Date, such Holder’s right to withdraw its Fundamental Change Repurchase Notice or Repurchase Notice, such Note as the case may not be converted except be, and convert its Notes that are subject to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to will terminate at the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date or applicable Conversion Repurchase Date; provided, however, that except to as the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Notecase may be.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (a) Each Physical Note shall be convertible at the office In respect of the Conversion Agent andCertificated Notes, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the such Conversion Notice; ; (ii) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent at the office maintained by the Conversion Agent; ; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) documents as may be required by the Conversion Agent and, if requiredrequired pursuant to Section 5.08 below, pay all transfer or similar taxes as set forth in taxes; and (iv) if required pursuant to Section 4.02(g5.03(c); and, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (vb) if required, make any payment required under Section 4.02(f). If, upon conversion In respect of a beneficial interest in a Global Note, a Beneficial owner must comply with Applicable Procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.03(c), pay funds equal to interest payable on the next Interest Payment Date and all taxes or duties, if any. The date a Holder satisfies the foregoing requirements is the “Conversion Date” hereunder. If a Holder converts Notes, the Company will pay any documentary, stamp or similar issue or transfer tax due on the issuance of any shares of Common Stock are upon the conversion, unless the tax is due because the Holder requests any shares to be issued to in a Person name other than the Holder’s name, in which case the Holder of such Note, the related will pay that tax. No Conversion Notice shall include with respect to any Notes may be tendered by a Holder thereof if such other Person’s name and address. If a Note Holder has been submitted for repurchase pursuant to also tendered a Fundamental Change Purchase Notice, such Note may Repurchase Notice and not be converted except to the extent such Note has been validly withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Repurchase Notice is withdrawn in accordance with the applicable provisions of Section 3.07 prior 4.01. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the relevant Fundamental Change Expiration Time. For any NoteHolder, a new Note in an authorized denomination equal in principal amount to the date on which the Holder of such Note satisfies all unconverted portion of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Notesurrendered.

Conversion Procedures. (a) Each Physical Note shall The right of conversion attaching to any Security may be convertible at the office of the Conversion Agent and, exercised (i) if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in such Security is represented by a Global NoteSecurity, the Holder must comply with the Applicable Procedures for converting, and effecting a by book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay through the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed facilities of the conversion Depositary in accordance with the customary practice Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Depositary. To exercise the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion privilege with respect to any Physical Notesnotice, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form as set forth in on the Form reverse of Notice of Conversion Security attached hereto as Exhibit A (the a “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice), which is once delivered, shall be irrevocable; (2) if such Certificated Security has been lost, and the Note stolen, destroyed or mutilated, a notice to the Conversion Agent; Agent in accordance with Section 2.10 regarding the loss, theft, destruction or mutilation of the Security; (iii3) if required, furnish appropriate endorsements and transfer documents; (iv) documents if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice Registrar or unless such Fundamental Change Purchase Notice is withdrawn the Conversion Agent; (4) payment of any tax or duty, in accordance with Section 3.07 prior to 5.04; and (5) payment of any interest (including Additional Interest, if any) payable on the relevant Fundamental Change Expiration TimeSecurities in accordance with Section 5.03(c). For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note specified in this Section 5.02 shall be the “Conversion Date” .” (b) Each Conversion Notice shall state the name or names (with respect address or addresses) of the Person or Persons in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares of Common Stock issuable on conversion are to be issued in the same name as the registered Holder of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the registered Holder or its duly authorized attorney. (c) Except as otherwise provided by Section 5.13, upon conversion of the Securities, the Company shall deliver and shall issue to such NoteHolder at the office of the Conversion Agent, the cash amounts payable in respect of such conversion and a certificate or certificates for the number of full shares of Common Stock issuable in respect of such conversion, if any, in accordance with the provisions of this Article 5, no later than the third Business Day after the expiration of the Conversion Reference Period. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to such Holder, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to and the extent required by Section 4.04, the person Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder deemed to have become on said date the holder of record (i) as of the Close shares of Business Common Stock represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the Person or Persons in whose name the certificate or certificates for such shares of Common Stock are to be issued shall be deemed to have become the record holder or holders thereof for all purposes on the last VWAP Trading Day next day on which such stock 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) No Conversion Notice with respect to any Securities may be delivered by a Holder thereof if such Holder also has delivered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable Conversion Period in a Combination Settlement and (ii) as provisions of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteSection 4.01.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (bi) To exercise the conversion privilege Voluntary Conversion Right with respect to a beneficial interest in a Global Physical Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallmust: (iA) duly complete all particulars and properly manually sign and complete a conversion notice in the form set forth in the Form of Conversion Notice of Conversion attached hereto as Exhibit B (the “Conversion Notice”) or a facsimile of the Conversion Notice; (iiB) deliver the original Conversion Notice, which is irrevocable, to the Principal Conversion Agent (with a copy to the Company) and the Note to the Principal Conversion Agent;Agent on or prior to 4:00 p.m., New York City time, on the last day of the Conversion Period; and (iiiC) if required, furnish appropriate endorsements and transfer documents;. In its Conversion Notice with respect to a Physical Note, the Holder must specify whether it wishes to receive (i) New York Registry Shares or (ii) European Registry Shares. If no preference is specified, New York Registry Shares will be delivered. (ii) If an owner holds a beneficial interest in a Global Note such owner must comply with the Depository’s procedures for converting a beneficial interest in a Global Note. (iii) If an owner of a beneficial interest in a Global Note wishes to receive European Registry Shares (x) upon a mandatory conversion with respect to such interest, upon the exercise of the Voluntary Conversion Right with respect to such interest or at maturity, then either (x) no later than three Business Days after notice from the Company of a mandatory conversion in the case of a mandatory conversion, (y) upon its exercise of the Voluntary Conversion Right in the case of the exercise of such Voluntary Conversion Right or (z) no later than three Business Days prior to the Maturity Date, such owner of a beneficial interest in the Global Notes must: (A) complete all particulars and properly manually sign the Conversion Notice or a facsimile of the Conversion Notice; and (B) deliver the original Conversion Notice (together with all attachments thereto), which is irrevocable, to the Principal Conversion Agent (with a copy to the Company) on or prior to 4:00 p.m., New York City time. (iv) if requiredIn the case of Section 4.05(b)(i), pay Section 4.05(b)(ii) or Section 4.05(b)(iii), the Conversion Agent and Securities Administrator shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signature of the owner, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Conversion Agent or Securities Administrator in addition to, or in substitution for, STAMP, all transfer or similar taxes in accordance with the Securities Exchange Act of 1934, as set forth amended. In addition, the Securities Administrator must receive (x) DWAC instructions given in Section 4.02(g); andaccordance with the Depository’s procedures from an agent member directing the Securities Administrator to reduce the principal amount of the applicable Global Note in an amount equal to the beneficial interest held by such owner in such Global Note and (y) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository. The Securities Administrator shall give the Company notice of such instructions no later than the Business Day after such instructions are received by the Securities Administrator. (v) if requiredUpon fulfilment of all requirements specified in Section 4.05(b)(i), make the Principal Conversion Agent shall confirm whether the number of Notes delivered to the Principal Conversion Agent exceeds or falls short of the number of Notes specified in the Conversion Notice. In the event of any payment required under Section 4.02(f). Ifsuch excess or shortfall, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder or owner shall receive the lower of (i) such Notetotal number of Settlement Shares which corresponds to the number of Notes set forth in the Conversion Notice, or (ii) such total number of Settlement Shares which corresponds to the number of Notes in fact delivered. Any Notes delivered in excess of the number of Notes specified in the Conversion Notice will be redelivered to the Holder or owner at its cost. In the case of Section 4.05(b)(ii) or Section 4.05(b)(iii), the related Principal Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn Agent will act in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all regulations of the applicable requirements set forth above with Depository in respect to such of any Global Note. (vi) The Holder or owner of a beneficial interest in a Global Note shall be the “Conversion Date” with respect to such Note. Each conversion shall will be deemed to have been effected the record owner of Settlement Shares as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business at 5:00 p.m., New York City time, on the applicable Settlement Date. Until such time, such Holder or owner will not be entitled to any of the rights of a record holder of Shares. (vii) Upon any Conversion Date; providedof the Notes, however, that except the Settlement Shares to be delivered shall be transferred in accordance with the procedures of the Depository or to the extent required by Section 4.04, the person securities account specified in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteNotice.

Conversion Procedures. To convert Notes, a Holder must satisfy the requirements set forth in this Section 2.13. To convert the Notes, a Holder must (a) Each Physical Note shall be convertible at (i) complete and manually sign the office irrevocable conversion notice on the reverse of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. Note (bor complete and manually sign a facsimile of such notice) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer deliver such notice to the Conversion Agent of, a beneficial interest on a Global Note and pay at the funds, if any, required office maintained by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notesfor such purpose, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver surrender the Conversion Notice, which is irrevocable, and the Note Notes to the Conversion Agent; Agent and (iii) if required, furnish appropriate endorsements and transfer documents; documents if required by the Conversion Agent, the Issuer or the Trustee, with respect to Notes which are in certificated form, or, (ivb) if requiredthe Notes are in book-entry form, comply with the appropriate procedures of the Depositary and, in the case of certificated Notes and Notes in book-entry form, pay all any transfer or similar taxes as set forth in Section 4.02(g); and (v) tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for conversion. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change of Control Purchase Notice may be converted only if such notice is withdrawn in accordance with the terms of Section 2.08 or Section 2.09, make as the case may be. In case any payment Note shall be surrendered for partial conversion, the Issuer 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 surrendered Notes not surrendered for conversion. A Holder may convert fewer than all of such Holder’s Notes so long as the Notes converted are an integral multiple of $1,000 principal amount and the remaining principal amount of the Notes is in an authorized denomination. Upon surrender of a Note for conversion by a Holder, such Holder shall deliver to the Issuer cash equal to the amount that the Issuer is required to deduct and withhold under Section 4.02(f)applicable law in connection with the conversion; provided, however, if the Holder does not deliver such cash, the Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. If, upon Upon conversion of a Note, a Holder shall not receive any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name cash payment representing accrued and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, unpaid interest on such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or (unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 conversion occurs after a Regular Record Date and on or prior to the relevant Fundamental Change Expiration TimeInterest Payment Date to which it relates). For any NoteInstead, upon a conversion of Notes, the date on which Issuer shall deliver to tendering Holders only the Holder consideration specified in Section 2.12. Delivery of such Note satisfies all Lexington Common Shares and/or cash upon a conversion of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion Notes shall be deemed to have been effected satisfy the Issuer’s obligation to pay the principal amount of the Notes and any accrued and unpaid interest, except as otherwise provided herein. Accordingly, upon a conversion of Notes, except as otherwise provided herein, any accrued and unpaid interest shall be deemed paid in full rather than cancelled, extinguished or forfeited. In no event shall the Conversion Rate be adjusted to any account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a Regular Record Date for an interest payment shall receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the conversion of such Notes (or portion thereof) surrendered at any time after the close of business on the applicable Regular Record Date. Notes tendered for conversion immediately by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to the Close corresponding Interest Payment Date must be accompanied by payment of Business an amount equal to the interest that such Holder is to receive on the applicable Conversion such Notes on such Interest Payment Date; provided, however, that except no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to the extent required by Section 4.04second Business Day following such Interest Payment Date or (2) with respect to overdue interest (including Additional Interest), if any overdue interest exists at the time of conversion with respect to such Notes. Upon conversion of a Note, the person in whose name Issuer, if it elects Physical Settlement or Combination Settlement, shall pay any shares documentary, stamp or similar issue or transfer tax due on the issue of Lexington Common Stock shall be issuable Shares upon the conversion, if any, unless the tax is due because the Holder requests the shares to be issued or delivered to a person other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such shares. Certificates representing or evidencing Lexington Common Shares shall not be treated issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a stockholder holder of record (i) Lexington Common Shares. Such Holder shall only acquire such rights upon the delivery by the Issuer, at its option, of Lexington Common Shares in accordance with the provisions of Section 2.12 in connection with the conversion by a Holder of Notes. The Issuer shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Lexington Common Shares a sufficient number of Lexington Common Shares to permit the conversion of the Close of Business on the last VWAP Trading Day of Notes at the applicable Conversion Period in a Combination Settlement and (ii) as Rate, assuming an election by the Issuer of the Close of Business on the Conversion Date in a Physical Settlement. At Any Lexington Common Shares delivered upon a conversion of Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Issuer shall endeavor promptly to comply with all federal and state securities laws regulating the Close issuance and delivery of Business Lexington Common Shares, if any, upon a conversion of Notes and, prior to delivering any Lexington Common Shares upon a conversion of the Notes, shall cause to have listed or quoted all such Lexington Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which the Conversion Date Lexington Common Shares are then listed or quoted. Except as set forth herein, no other payment or adjustment for a Note, the converting Holder interest shall no longer be the Holder made upon conversion of such NoteNotes.

Conversion Procedures. (a) Each Physical Note Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable ProceduresProcedures of the Depository. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global NoteSecurity, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depository’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the DepositaryDepository. To exercise the conversion privilege with respect to any Physical NotesSecurities, the Holder of such Physical Notes Securities shall: (i1) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii2) deliver the Conversion Notice, which is irrevocable, and the Note Security to the Conversion Agent; (iii3) if required, furnish appropriate endorsements and transfer documents;, (iv4) if required, make any payment required under Section 4.02(f); and (5) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a NoteSecurity, any shares of Common Stock are to be issued to a Person person other than the Holder of such NoteSecurity, the related Conversion Notice shall include such other Personperson’s name and address. If a Note has been submitted for repurchase pursuant Security is subject to a Fundamental Change Purchase Notice, such Note Security may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 3.04 hereof prior to the relevant Fundamental Change Expiration Time. For any NoteSecurity, the date first Business Day on which the Holder of such Note Security satisfies all of the applicable requirements set forth above with respect to such Note Security and on which conversion of such Security is not otherwise prohibited under this Indenture (as determined by the Company) shall be the “Conversion Date” with respect to such NoteSecurity. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, and the person in whose name the certificate for any shares of Common Stock shall be issuable delivered upon conversion, if any, conversion is registered shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable such Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteDate.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise apply to the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallSecurities: (i) duly In respect of a Definitive Security, a Holder must (A) complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) Security, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note Security to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iiiC) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; (ivdocuments as may be required by the Conversion Agent and, if required pursuant to Section 12.01(e) if requiredbelow, pay all transfer or similar taxes as set forth in taxes; and (D) if required pursuant to Section 4.02(g); and2.01(d) above, pay funds equal to interest payable on the next interest payment date to which such Holder is not entitled. (vii) In respect of a beneficial interest in a Global Security, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Security and, if required pursuant to Section 2.01(d) above, pay funds equal to interest payable on the next interest payment date to which such Beneficial Owner is not entitled, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. IfThe date a Holder satisfies the foregoing requirements is the “Conversion Date” hereunder. If a Holder converts more than one Security at the same time, the cash and number of shares of Common Stock issuable upon conversion the conversion, if any, shall be based on the total principal amount of the Securities converted. Upon surrender of a NoteSecurity that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the Security surrendered. The Person in whose name the certificate for any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and delivered upon conversion is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, registered shall be treated as a stockholder of record (i) as of the Close close of Business business on the last VWAP Trading Day of the applicable Conversion Period in related Observation Period. Upon a Combination Settlement and (ii) as conversion of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a NoteSecurities, the converting Holder such Person shall no longer be the a Holder of such NoteSecurities surrendered for conversion.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with deliver the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f3.01(b) and any and, if required, all taxes or duties if required pursuant duties. In order to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege rights with respect to any Physical certificated Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note and attached hereto as Exhibit B (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the completed Conversion Notice, which is irrevocable, and the Note to be converted to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in the funds required by Section 4.02(g3.01(b); and (v) if required, make any payment required under Section 4.02(f)pay all transfer or similar taxes, if any. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be in this Section 7.02(b) is the “Conversion Date.” The Notes will be deemed to have been converted immediately prior to 5:00 p.m., New York City time, on the Conversion Date. The Holder will not be required to pay any taxes or duties relating to the issuance or delivery of Common Stock if the Holder exercises the conversion rights, but the Holder will be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of Common Stock in a name other than that of the Holder of the Note. Certificates representing Common Stock will be issued and delivered only after all applicable taxes and duties, if any, payable by the Holder have been paid in full. (c) Each Conversion Notice shall state the name or names (with respect address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable upon such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the registration of such NoteNotes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any certificated Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the person . The Person in whose name any the certificate or certificates for the number of shares of Common Stock that shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder become the holder of record (i) of such shares of Common Stock as of the Close of Business on such Conversion Date. Notwithstanding the last VWAP Trading Day foregoing and anything contained in this Supplemental Indenture to the contrary, in no event shall a Holder be entitled to the benefit of a Conversion Rate adjustment pursuant to the provisions of Article VII hereof in respect of Notes surrendered for conversion if, by virtue of being deemed the record holder of the shares of Common Stock issuable upon such conversion pursuant to the foregoing sentence, such Holder participates, as a result of being such holder of record, in the transaction or event that would otherwise give rise to such Conversion Rate adjustment to the same extent and in the same manner as holders of shares of Common Stock generally. (e) Upon the conversion of an interest in Global Notes, the Trustee or Custodian at the direction of the Trustee shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Repurchase Notice exercising such Holder’s option to require the Company to purchase such Note may be converted only if such applicable Conversion Period Repurchase Notice is withdrawn in a Combination Settlement and (ii) as of accordance with Article VIII hereof prior to the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteFundamental Change Repurchase Date.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise apply to the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallSecurities: (i) duly In respect of a Definitive Security, a Holder must (A) complete and manually sign and complete a the conversion notice in on the form set forth in back of the Form of Notice of Conversion (the “Conversion Notice”) Security, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note Security to the Conversion Agent; ; (iiiC) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder's, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent; (ivD) if requiredrequired pursuant to Section 12.01(f) below, pay all transfer or similar taxes as set forth in taxes; and (E) if required pursuant to Section 4.02(g); and2.01(d) above, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (vii) In respect of a beneficial interest in a Global Security, a Beneficial Owner must comply with DTC's procedures for converting a beneficial interest in a Global Security and, if required pursuant to Section 2.01(d) above, pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. IfThe date a Holder satisfies the foregoing requirements is the "CONVERSION DATE" hereunder. If a Holder converts more than one Security at the same time, upon conversion the number of a Note, any shares of Common Stock are to be issued to a Person other than issuable or the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all combination of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close cash payable and number of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon the conversion, if any, shall be treated as a stockholder of record (i) as based on the total principal amount of the Close Securities converted. Upon surrender of Business on a Security that is converted in part, the last VWAP Trading Day Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the applicable Conversion Period in a Combination Settlement and (ii) as Security surrendered. Delivery of the Close shares of Business on Common Stock will be accomplished by delivery to the Conversion Date Agent of certificates for the relevant number of shares of Common Stock, other than in a Physical Settlement. At the Close case of Business on the Conversion Date for a NoteHolders of Global Securities in book-entry form with DTC, the converting Holder in which case shares of Common Stock shall no longer be the Holder of such Notedelivered in accordance with DTC customary practices.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary's book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any all transfer or similar taxes or duties if required pursuant to Section 4.02(g)5.07, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Definitive Notes, the Holder of any such Physical Notes to be converted shall: (i1) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “"Conversion Notice”") or a facsimile of the Conversion Notice; (ii2) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii3) if required, furnish appropriate endorsements and transfer documents;, and (iv4) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and5.07. A Holder may satisfy the applicable conversion requirements at any time. However, any conversion will be effected on the Conversion Date next following 10 Business Days after receipt of a Conversion Notice by the Conversion Agent. The Conversion Agent shall, as promptly as possible, and in any event within two Business Days of the receipt thereof, provide the Company with notice of any Conversion Notice. (vc) if required, make Each Conversion Notice shall state the name or names (with address or addresses) in which any payment required under Section 4.02(f). If, upon conversion of a Note, any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued to a Person other than in the Holder same name as the registration of such NoteNotes, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Noticebe duly endorsed by, such Note may not or be converted except accompanied by instruments of transfer in form satisfactory to the extent such Note has been withdrawn Company duly executed by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Notehis duly authorized attorney. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close close of Business business on the applicable relevant Conversion Date; provided. (d) Upon the conversion of an interest in Global Notes, however, that except the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes as to the extent required by Section 4.04reduction 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) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder's option to require the person Company to repurchase such Note may be converted only if such notice of exercise is withdrawn in whose name any shares of Common Stock shall be issuable upon accordance with Article Four hereof and such Note is duly submitted for conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect apply to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical convert Notes, the Holder of such Physical Notes shall: (i) duly In respect of a Definitive Note, a Holder must (A) complete and manually sign and complete a the conversion notice in on the form set forth in back of the Form of Notice of Conversion (the “Conversion Notice”) Note, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note to the Conversion Agent; ; (iiiC) if required, furnish appropriate endorsements and transfer documents; (iv) documents as may be required by the Conversion Agent and, if requiredrequired pursuant to Section 6.02(d), pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (vD) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase NoticeSection 2.01(d) of this Supplemental Indenture, such Note may not be converted except pay funds equal to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business interest payable on the applicable Conversion Datenext Interest Payment Date to which such Holder is not entitled; provided, however, that except in connection with a Mandatory Conversion, a Holder shall only be required to comply with subpoints (C) and (D) of this Section 6.02(b)(i). (ii) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with the extent procedures of DTC and, if applicable, Euroclear and Clearstream, for converting a beneficial interest in a Global Note and, if required by pursuant to Section 4.042.01(d) of this Supplemental Indenture, pay funds equal to interest payable on the person next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, pay all taxes or duties required pursuant to Section 6.02(d), if any. (iii) The date a Holder complies with the foregoing requirements is the “Conversion Date” hereunder. At the Conversion Date or the Mandatory Conversion Date (as defined in whose name any Section 6.09 of this Supplemental Indenture) the rights of the Holders of such converted Notes as Holders shall cease, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. The Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in cash in lieu of any fractional shares, as provided in Section 6.02(c) by (1) the Mandatory Conversion Date in the case of a Mandatory Conversion, and (2) in all other cases, the third Business Day immediately following the Conversion Date (excluding such Conversion Date) (each, the “Settlement Date”). A Holder may convert a portion of its Notes only if the principal amount of such portion is $1,000 or an integral multiple thereof. (iv) In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note. (v) If a Holder has already delivered a Fundamental Change Purchase Notice in connection with a Fundamental Change, with respect to a Note, the Holder may not surrender that Note for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice in accordance with this Supplemental Indenture. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. (vi) If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon conversion, if any, conversion thereof shall be treated as a stockholder of record (i) as computed on the basis of the Close of Business on the last VWAP Trading Day aggregate principal amount of the applicable Conversion Period in a Combination Settlement and Notes (iior specified portions thereof) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noteso surrendered.

Conversion Procedures. (a) Each Physical Before any Holder of a Note shall be convertible at entitled to convert the office same, such Holder shall (1) complete and sign the Conversion Notice on the back of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; ; (ii2) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; ; (iii3) if required, furnish appropriate endorsements and transfer documents; ; (iv4) if required, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (v5) if required, make any pay funds equal to interest payable on the next interest payment required under Section 4.02(f)date. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a A Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as converted immediately prior to any the close of business on the date that the Holder has complied with the requirements set forth in this Section 12.5. Notwithstanding anything herein to the contrary, Notes may be converted only during business hours on a day that is a Business Day. (b) If a Holder of Notes has tendered Notes under Section 4.16, such Holder may convert those Notes only if that Holder first withdraws such tender in accordance with this Indenture. Notes called for redemption by the Issuer may not be converted. (c) If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Shares with respect to such Notes, if any, that shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of all such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except specified portions thereof to the extent required by Section 4.04permitted hereby) so surrendered. (d) In case any Note shall be surrendered for partial conversion, the person in whose name any shares of Common Stock Issuer shall be issuable execute and the Trustee shall authenticate and deliver to or upon conversion, if any, shall be treated as a stockholder of record (i) as the written order of the Close of Business on the last VWAP Trading Day Holder of the applicable Conversion Period 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 such surrendered Note. (e) Upon the conversion of an interest in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Global Note, the converting Holder Trustee, or the Authenticating Agent at the direction of the Trustee, shall no longer be make a notation on such Global Note as to the Holder reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of such Noteany conversion of Notes effected through any Conversion Agent other than the Trustee.

Conversion Procedures. (a) Each Physical Note Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global NoteSecurity, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(d) and any taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical NotesCertificated Securities, the Holder of any such Physical Notes Securities to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Security (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note Security to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) make any payment required under Section 4.03(d); and (v) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)4.08. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be is the “Conversion Date.” The Conversion Agent will, as promptly as possible, and in any event within two (2) Business Days of the receipt thereof, provide the Company with respect notice of any conversion by a Holder of the Securities. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such NoteSecurities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the . The person in whose name any the certificate or certificates for the number of shares of Common Stock that shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder become the holder of record (i) of such shares of Common Stock as of the Close close of Business business on such Conversion Date, in the case of Physical Settlement, or the last VWAP Trading Day of the applicable relevant Conversion Period Period, in the case of Combination Settlement. Notwithstanding the foregoing and anything contained in this Indenture to the contrary, in no event shall a Combination Settlement and (ii) as Holder be entitled to the benefit of a Conversion Rate adjustment pursuant to the provisions of Section 4.04 in respect of Securities surrendered for conversion if, by virtue of being deemed the record holder of the Close shares of Business Common Stock issuable upon such conversion pursuant to the foregoing sentence, such Holder participates, as a result of being such holder of record, in the transaction or event that would otherwise give rise to such Conversion Rate adjustment to the same extent and in the same manner as holders of shares of Common Stock generally. (e) 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. (f) Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof prior to the close of business on the Conversion Date in a Physical Settlement. At Business Day prior to the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Purchase Date.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To In order to exercise the conversion privilege with respect to a any beneficial interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(f) and any all transfer or similar taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Definitive Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g)4.08; and (v) pay the funds, if requiredany, make any payment required under Section 4.02(f4.03(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above in this Section 4.02(b) with respect to such a Note shall be is the “Conversion Date” with respect to for such Note. The Conversion Agent shall, as promptly as possible, and in any event within two (2) Business Days of the receipt thereof, provide the Company with notice of any conversion by a Holder of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 Original Principal Amount shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate Original Principal Amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close close of Business business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares share of Common Stock shall be is issuable upon conversion, if any, shall conversion of any Note will be treated as a stockholder deemed to become the holder of record of that share of Common Stock as of the close of business on (i) as the Conversion Date for such conversion, in the case of the Close of Business on Physical Settlement; or (ii) the last VWAP Trading Day of the applicable related Observation Period for such conversion, in the case of Combination Settlement. (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Period Agent appointed by the Company) shall make a notation on such Global Notes as to the reduction in the Original 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. (f) Notwithstanding the foregoing, a Combination Settlement and (ii) as Note in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Close Company to repurchase such Note may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with Article III hereof prior to the close of Business business on the Conversion Date in a Physical Settlement. At Business Day immediately preceding the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Repurchase Date.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with the Applicable Procedures Depositary’s procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on in a Global Note and pay the funds, if any, required by under Section 4.02(f) and any 2.03, to which such converting Holder is not entitled and, if required, pay all transfer taxes or duties if required pursuant to Section 4.02(g)15.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositaryif any. To In order to exercise the conversion privilege with respect to any Physical Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion NoticeNotice and deliver such notice, which is irrevocable, to the Conversion Agent; (ii) deliver the Conversion Notice, which is irrevocable, and surrender the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and (v) if required, make any payment required under Section 4.02(f)2.03 to which such Holder is not entitled. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be is the “Conversion Date.” The Trustee will, as promptly as possible, provide the Company with respect notice of any conversion exercised by Holders of which a Responsible Officer becomes aware. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless any shares issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Note. Holder, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (e) Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except and with respect to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be that are issuable upon such conversion, if any, shall be treated as a stockholder of record : (i) if such conversion was subject to a Physical Settlement, the Person in whose name the certificate or certificates for such shares of Common Stock will be registered, shall become the holder of record of such shares as of the Close close of Business business on the Conversion Date; and (ii) if such conversion was subject to a Combination Settlement, the Person in whose name the certificate or certificates for such shares of Common Stock will be registered, shall become the holder of record of such shares as of the close of business on the last VWAP Trading Day of the applicable Conversion Period related Observation Period. (f) Upon the conversion of an interest in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a NoteGlobal Notes, the converting Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (g) If a Holder shall no longer has submitted any Notes for purchase pursuant to Section 16.01, such Notes may be converted only if the Holder of such Notesubmits a withdrawal notice in accordance with Section 16.02 prior to the Fundamental Change Purchase Expiration Time.

Conversion Procedures. (a) Each Physical Note shall The right of conversion attaching to any Security may be convertible at the office of the Conversion Agent and, exercised (i) if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in such Security is represented by a Global NoteSecurity, the Holder must comply with the Applicable Procedures for converting, and effecting a by book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay through the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed facilities of the conversion Depositary in accordance with the customary practice Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Depositary. To exercise the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion privilege with respect to any Physical Notesnotice, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form as set forth in on the Form reverse of Notice of Conversion Security attached hereto as Exhibit A (the a “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice), which is once delivered, shall be irrevocable; (2) if such Certificated Security has been lost, and the Note stolen, destroyed or mutilated, a notice to the Conversion Agent; Agent in accordance with Section 2.10 regarding the loss, theft, destruction or mutilation of the Security; (iii3) if required, furnish appropriate endorsements and transfer documents; (iv) documents if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice Registrar or unless such Fundamental Change Purchase Notice is withdrawn the Conversion Agent; (4) payment of any tax or duty, in accordance with Section 3.07 prior to 5.04; and (5) payment of any interest (including Additional Interest, if any) payable on the relevant Fundamental Change Expiration TimeSecurities in accordance with Section 5.03(c). For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note specified in this Section 5.02 shall be the “Conversion Date” .” (b) Each Conversion Notice shall state the name or names (with respect address or addresses) of the Person or Persons in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares of Common Stock issuable on conversion are to be issued in the same name as the registered Holder of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the registered Holder or its duly authorized attorney. (c) Except as otherwise provided by Section 5.11 or Section 5.13, upon conversion of the Securities, the Company shall deliver and shall issue to such NoteHolder at the office of the Conversion Agent, the cash amounts payable in respect of such conversion and a certificate or certificates for the number of full shares of Common Stock issuable in respect of such conversion, if any, in accordance with the provisions of this Article 5, no later than the second Business Day immediately following the last Trading Day of the relevant Observation Period. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to such Holder, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to and the extent required by Section 4.04, the person Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder deemed to have become on said date the holder of record (i) as of the Close shares of Business Common Stock represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the Person or Persons in whose name the certificate or certificates for such shares of Common Stock are to be issued shall be deemed to have become the record holder or holders thereof for all purposes on the last VWAP Trading Day next day on which such stock 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) No Conversion Notice with respect to any Securities may be delivered by a Holder thereof if such Holder also has delivered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable Conversion Period in a Combination Settlement and (ii) as provisions of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteSection 4.01.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (a) Each Physical Note shall be convertible at the office In respect of the Conversion Agent andNotes held in certificated form, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the such Conversion Notice; ; (ii) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iii) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent or stock transfer agent; (iv) if requiredrequired pursuant to Section 5.09 below, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (v) if required pursuant to Section 5.03(c) below, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (b) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.03(c), pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. If, upon conversion of The date a Note, any shares of Common Stock are to be issued to a Person other than Holder satisfies the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and foregoing requirements is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect hereunder. If the Company has called any Notes for redemption pursuant to such Note. Each conversion shall be deemed to have been effected as to Article 6, Holders may surrender any such Notes (or portion thereof) surrendered so called for conversion immediately at the applicable Conversion Rate at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Redemption Date, unless the Company fail to pay the Redemption Price (in which case a Holder may convert its Notes so called until the Redemption Price has been paid or duly provided for). No Conversion Notice 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 Conversion Date; provided, however, provisions of Section 4.01. A Holder’s right to convert its Notes that except are subject to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of such Fundamental Change Repurchase Notice will terminate at the Close of Business on the last VWAP second Scheduled Trading Day immediately preceding the relevant Fundamental Change Repurchase Date. Upon surrender of a certificated Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new certificated Note in an authorized denomination equal in principal amount to the unconverted portion of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteNote surrendered.

Conversion Procedures. (a) Each Physical Note shall be convertible at To convert a Debenture, a Debentureholder must (1) complete and manually sign the office conversion notice on the back of the Debenture and deliver such notice to a Conversion Agent, (2) surrender the Debenture to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (4) pay all transfer or similar taxes, if required pursuant to Section 15.04. The date on which the Debentureholder has complied with all of those requirements is the “Conversion Date.” Upon the conversion of a Debenture, the Company will pay the cash and deliver the shares of Common Stock, as applicable, as promptly as practicable after the later of the Conversion Agent andDate and the date that all calculations necessary to make such payment and delivery have been made, if applicablebut in no event later than five Business Days after the later of those dates. Anything herein to the contrary notwithstanding, in the case of Global Debentures, conversion notices may be delivered and such Debentures may be surrendered for conversion in accordance with the Applicable Procedures. (b) To Procedures as in effect from time to time. In order to exercise the conversion privilege with respect to a beneficial any interest in a Global NoteDebenture, the Holder beneficial holder must comply with complete, or cause to be completed, the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depository’s book-entry conversion program, deliver or cause to be delivered, by book-entry delivery an interest in such Global Debenture, furnish appropriate endorsements and transfer to documents if required by the Company or the Trustee or Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by this Section 4.02(f) 15.02 and any taxes transfer or duties similar taxes, if any, required pursuant by Section 15.04. Anything herein to Section 4.02(g)the contrary notwithstanding, in the case of Global Debentures, conversion notices may be delivered and the Conversion Agent must such Debentures may be informed of the surrendered for conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect Applicable Procedures as in effect from time to any Physical Notes, the Holder of such Physical Notes shall:time. (ib) duly sign and complete a conversion notice The person in whose name the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are issuable upon conversion shall be deemed to be issued to a Person other than the Holder holder of record of such NoteCommon Stock on the later of (i) the Conversion Date, (ii) the related Conversion Notice shall include 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, but not all, of such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Noteshares of Common Stock, the date on which the Holder amount of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have cash issuable per Debenture has been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Datedetermined; provided, however, that except no surrender of a Debenture on any 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 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 applicable Conversion Rate as if the stock transfer books of the Company had not been closed. Upon conversion of a Debenture, such person shall no longer be a Debentureholder. 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 Debenture prior to the extent required issuance of such shares. (c) Holders of Debentures surrendered for conversion (in whole or in part) during the period from the close of business on any Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Debentures or portions thereof called for redemption) will receive the semiannual interest payable on such Debentures on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Debentures for conversion, unless such Debentures are being converted solely pursuant to Section 15.01 (a)(2) or Section 15.01(a)(6) (in each case in accordance with the second paragraph of Section 2.03), such Debentures shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date. Except as otherwise provided in this Section 4.0415.02(c), no payment or adjustment will be made for accrued interest on a converted Debenture. (d) Subject to Section 15.02(c), nothing in this Section shall affect the person right of a Debentureholder in whose name any Debenture is registered at the close of business on a Record Date to receive the interest payable on such Debenture on the related Interest Payment Date in accordance with the terms of this Indenture and the Debentures. If a Debentureholder converts more than one Debenture at the same time, the amount of cash to be paid and the number of shares of Common Stock shall be issuable upon the conversion, if any, (and the amount of any cash in lieu of fractional shares pursuant to Section 15.03) shall be treated as based on the aggregate principal amount of all Debentures so converted. (e) In the case of any Debenture which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Debentureholder thereof, without service charge, a stockholder new Debenture or Debentures of record (i) as authorized denominations in an aggregate principal amount equal to, and in exchange for, the unconverted portion of the Close principal amount of Business such Debenture. A Debenture may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Debenture 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 Debentureholder is or will be entitled to convert their Debentures into shares of Common Stock pursuant to this Article 15, the Company will use its reasonable efforts to post such information on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of Company’s website or otherwise publicly disclose such Noteinformation.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(d) and any all transfer or similar taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Definitive Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); 4.08, and (v) pay the funds, if requiredany, make any payment required under Section 4.02(f4.03(d). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be in this Section 4.02(b) is the “Conversion Date.” The Conversion Agent shall, as promptly as possible, and in any event within two (2) Business Days of the receipt thereof, provide the Company with respect notice of any conversion by a Holder of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such NoteNotes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $2,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close close of Business business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name the certificate or certificates for the number of shares of Common Stock, if any, that shall be issuable upon such conversion in respect of any Trading Day during an Cash Settlement Averaging Period, if applicable, shall become the holder of record of such shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close close of Business business on the last VWAP Trading Day of such Cash Settlement Averaging Period (or, if the applicable Conversion Period Company elects to deliver the Settlement Amount solely in a Combination Settlement and (ii) as shares of the Close of Business Common Stock, on the Conversion Date Date). (e) Upon the conversion of an interest in a Physical Settlement. At the Close of Business on the Conversion Date for a NoteGlobal Notes, the converting Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Note in respect of which a Holder shall no longer has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to repurchase such Note may be the Holder converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof and duly submitted such NoteNote for conversion.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Physical Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes governmental charges or duties as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, Notice such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 3.05 hereof prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.044.04 hereof, the person Person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Observation Period in a the case of Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a the case of Physical Settlement. For the avoidance of doubt, until a Holder is deemed to become the holder of record of shares of Common Stock issuable upon conversion of such Xxxxxx’s Notes as contemplated in the immediately preceding sentence, such Holder shall not have any rights as a holder of the Common Stock with respect to the shares of Common Stock issuable upon conversion of such Notes. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To In order to exercise the conversion privilege with respect to a beneficial any Note in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by the penultimate paragraph of this Section 15.02. If applicable, such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 15.09. In order to exercise the conversion privilege with respect to any interest in a Global Note, the Holder beneficial holder must comply with complete, or cause to be completed, the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Global Note, furnish appropriate endorsements and transfer to documents if required by the Conversion Agent ofCompany or the Trustee or conversion agent, a beneficial interest on a Global Note and pay the funds, if any, required by this Section 4.02(f) 15.02 and any transfer taxes or duties if required pursuant to Section 4.02(g15.09. If the Company is required to deliver shares of Common Stock (upon settlement in accordance with Sections 15.03 and 15.07, if applicable, on the third Business Day immediately following the last day of the applicable Observation Period), and the Conversion Agent must be informed after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 5.02 a certificate or certificates for the number of full shares of Common Stock, if any, issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the customary practice provisions of this Article 15 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 15.04. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver to the holder of the Depositary. To exercise Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile unconverted portion of the Conversion Notice; (ii) deliver surrendered Note. The cash and, if applicable, a certificate or certificates for the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion number of a Note, any full shares of Common Stock into which the Notes are to converted (and cash in lieu of fractional shares) will be issued delivered to a Person other than converting Noteholder after satisfaction of the Holder of such Noterequirements for conversion set forth above, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with this Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note15.02 and Sections 15.03 and, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Noteif applicable, 15.07. Each conversion shall be deemed to have been effected as to any such Notes Note (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable date (the “Conversion Date; provided”) on which the requirements set forth above in this Section 15.02 have been satisfied as to such Note (or portion thereof), howeverand, that except to the extent required by Section 4.04if applicable, the person Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon conversionsuch conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note shall be surrendered. Any Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to the close of business on the Business Day preceding such interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the Interest otherwise payable on such interest payment date on the principal amount being converted; provided that no such payment need be made (1) if the Company has specified a redemption date that is after a record date and on or prior to the next interest payment date, (2) if the Company has specified a Fundamental Change Repurchase Date that is after a record date and on or prior to the next interest payment date or (3) to the extent of any overdue Interest, if any overdue Interest exists at the time of conversion with respect to such Note. Except as provided above in this Section 15.02, no payment or other adjustment shall be made for Interest accrued on any Note converted or for dividends on any shares issued upon the conversion of such Note as provided in this Article 15. Notwithstanding the foregoing, in the case of Notes submitted for conversion in connection with certain Fundamental Changes, such Notes shall continue to represent the right to receive the Additional Shares, if any, payable pursuant to Section 15.07, until such Additional Shares are so paid. Upon the conversion of an interest in a Global Note, the Trustee (or other conversion agent appointed by the Company), or the Custodian at the direction of 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. Upon the conversion of a Note, that portion of the accrued but unpaid Interest, including accrued Contingent Interest, if any, to the Conversion Date, with respect to the converted Note shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of cash and, if applicable, Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Note being converted pursuant to the provisions hereof, and the Fair Market Value of such shares of Common Stock, if any, (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for and in satisfaction of the Company’s obligation to pay the principal amount of the converted Note, the accrued but unpaid Interest, including Contingent Interest, if any, through the Conversion Date and the balance, if any, of such Fair Market Value of such Common Stock, if any, (and any such cash payment) shall be treated as issued in exchange for and in satisfaction of the right to convert the Note being converted pursuant to the provisions hereof. The Company agrees, and by acceptance of a stockholder beneficial interest in a Note each holder and any beneficial owner of record a Note shall be deemed to have agreed, to treat, for United States federal income tax purposes, the Fair Market Value of any Common Stock received upon a conversion of the Note (itogether with any cash payment in lieu of fractional shares) as a contingent payment on the Note for purposes of Treasury Regulation Section 1.1275-4 or any successor provision. The Company may elect to pay cash to a Noteholder upon conversion of Notes in lieu of all or a portion of the Close Daily Share Amount otherwise issuable to such Holder pursuant to Section 15.03. In such event, by the close of Business business on the last VWAP Business Day prior to the first Scheduled Trading Day of the applicable Conversion Observation Period for such Notes, the Company shall specify a percentage of the Daily Share Amount that shall be settled in cash (the “Cash Percentage”) and will notify holders of such Cash Percentage through written notice to the Trustee (the “Cash Percentage Notice”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company shall deliver in respect of each Trading Day in the applicable Observation Period in lieu of such portion of the Daily Share Amount (and, for the avoidance of doubt, in addition to the cash amount referred to in clause (i) of the definition of Daily Settlement Amount) will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day (assuming no such election of a Combination Settlement Cash Percentage) and (ii3) as the Daily VWAP for such Trading Day (provided that after the consummation of a Fundamental Change in which the consideration is comprised entirely of cash, the amount used in this clause (3) shall be the cash price per share received by holders of Common Stock in such Fundamental Change). The number of shares of Common Stock that the Company shall deliver in respect of each Trading Day in the applicable Observation Period will be a percentage of the Close Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the close of Business business on the Conversion Date Business Day prior to the first Scheduled Trading Day of the applicable Observation Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in a Physical Settlementthe applicable Observation Period with Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of Notes. At The Company, at its option, may revoke any Cash Percentage Notice by notifying the Close Trustee; provided, that the Company shall revoke such notice by the close of Business business on the Conversion Date for a Note, Trading Day prior to the converting Holder shall no longer be first Scheduled Trading Day of the Holder of such Noteapplicable Observation Period.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures.apply to convert Notes: (bi) To exercise the conversion privilege with in respect to of a beneficial interest in a Global Security, a Beneficial Owner must comply with the procedures of the Depositary for converting a beneficial interest in a Global Security and, if required pursuant to Section 2.08(b), pay funds equal to interest and Additional Interest, if any, payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, pay all taxes or duties, if any; and (ii) in respect of a certificated Note, the Holder must comply with (A) complete and manually sign the Applicable Procedures for converting, and effecting a book-entry transfer to conversion notice on the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed back of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical NotesNote, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note to the Conversion Agent; ; (iiiC) if required, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent; (ivD) if requiredrequired pursuant to Section 5.02(c), pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (vE) if requiredrequired pursuant to Section 2.08(b), make any payment required under Section 4.02(f)pay funds equal to interest and Additional Interest, if any, payable on the next Interest Payment Date to which such Holder is not entitled. IfThe date a Holder complies with the foregoing requirements is the “Conversion Date” hereunder. At the Conversion Date the rights of the Holders of such converted Notes as Holders shall cease, upon conversion and, as of a Notethe close of business on the Conversion Date, any the Person or Persons entitled to receive the shares of Common Stock are issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. The Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in cash in lieu of any fractional shares, as provided in Section 5.01(b), by the third Business Day immediately following the applicable Conversion Date. A Holder may convert a portion of its Notes only if the principal amount of such portion is $1,000 or an integral multiple thereof. In the case of any Note that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to be issued to a Person other than the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note Holder has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to already delivered a Fundamental Change Purchase Notice or unless such in connection with a Fundamental Change, with respect to a Note, the Holder may not surrender that Note for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Timethis Supplemental Indenture. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such If more than one Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at one time by the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04same Holder, the person in whose name any number of full shares of Common Stock issuable upon conversion thereof shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as computed on the basis of the Close of Business on the last VWAP Trading Day aggregate principal amount of the applicable Conversion Period in a Combination Settlement and Notes (iior specified portions thereof) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noteso surrendered.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on a Global Note note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice, and make the certification as to whether such Holder is a U.S. Citizen or not a U.S. Citizen; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s 's name and addressaddress and a certification by such other Person as to whether such other Person is a U.S. Citizen or not a U.S. Citizen. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice or a Specified Date Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or a Specified Date Purchase Notice, as applicable, or unless such Fundamental Change Purchase Notice or Specified Date Purchase Notice, as applicable, is withdrawn in accordance with Section 3.07 hereof prior to the relevant Fundamental Change Expiration Time or Specified Purchase Date Expiration Time, as applicable. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.044.05 hereof, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Observation Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical SettlementSettlement unless Section 4.04 hereof provides otherwise. For the avoidance of doubt, until a Holder is deemed to become the holder of record of shares of Common Stock issuable upon conversion of such Xxxxxx's Notes as contemplated in the immediately preceding sentence and in Section 4.04 hereof, such Holder shall not have any rights as a holder of the Common Stock with respect to the shares of Common Stock issuable upon conversion of such Notes. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect apply to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical convert Notes, the Holder of such Physical Notes shall: (i) duly In respect of a Definitive Note, a Holder must (A) complete and manually sign and complete the notice of conversion on the back of the Note (attached as Exhibit B hereto, a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) ), or a facsimile of the such Conversion Notice; ; (iiB) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; ; (iiiC) if required, furnish appropriate endorsements and transfer documents; (ivdocuments as may be required by the Conversion Agent and, if required pursuant to Section 15.01(f) if requiredbelow, pay all transfer or similar taxes as set forth in Section 4.02(g)or duties, if any; andand (D) if required pursuant to Article 2, pay funds equal to interest (including Additional Interest, if any, and Supplementary Interest, if any) payable on the next Interest Payment Date to which such Holder is not entitled. (vii) if required, make any payment required under Section 4.02(f). If, upon conversion In respect of a beneficial interest in a Global Note, any a beneficial owner must comply with Depositary’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Article 2, pay funds equal to interest (including Additional Interest, if any, and Supplementary Interest, if any) payable on the next Interest Payment Date to which such beneficial owner is not entitled and, if required pursuant to Section 15.01(f) below, pay all transfer or similar taxes or duties, if any. The date a Holder complies with the foregoing requirements is the “Conversion Date” hereunder. A Holder may convert a portion of the Notes only if the principal amount of such portion is $1,000 or an integral multiple of $1,000. If a Holder converts more than $1,000 principal amount of Notes at the same time, the cash and shares of Common Stock are to Stock, if any, issuable upon the conversion shall be issued to a Person other than based on the Holder total principal amount of such Note, the related Conversion Notice shall include such other Person’s name and addressNotes converted. If a Note Holder has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to already delivered a Fundamental Change Purchase Notice or unless such in connection with a Fundamental Change, with respect to a Note, the Holder may not surrender that Note for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior the Indenture and, unless such Holder has withdrawn such Notes in a timely fashion, the conversion rights on such Notes so subject to repurchase shall expire at the close of business on the Business Day immediately preceding the Fundamental Change Purchase Date, unless the Company defaults in the payment of the Fundamental Change Purchase Price. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the relevant Fundamental Change Expiration Time. For any NoteHolder, a new Note in an authorized denomination equal in principal amount to the date on which the Holder of such Note satisfies all unconverted portion of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Notesurrendered.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (a) Each Physical Note shall be convertible at the office In respect of the Conversion Agent andNotes held in certificated form, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the such Conversion Notice; ; (ii) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iii) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent or stock transfer agent; (iv) if requiredrequired pursuant to Section 5.08 below, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (v) if required pursuant to Section 5.03(f) below, pay funds equal to interest payable on the next Interest Payment Date. (b) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with the Applicable Procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.03(f), pay funds equal to interest payable on the next Interest Payment Date, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. IfThe date a Holder satisfies the foregoing requirements, upon conversion of a Noteas applicable, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect hereunder. Upon surrender of a certificated Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to such Notethe Holder, a new certificated Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. Each Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall be deemed to have been effected make a notation in its records as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on reduction in the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noteprincipal amount represented thereby.

Conversion Procedures. (a) Each Physical Note Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with into fully paid and nonassessable shares (calculated to the Applicable Proceduresnearest 1/100th of a share) of Common Stock. The Security will be converted into shares of Common Stock at the Conversion Price therefor. (b) To In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice (the “Conversion Notice”) provided on the back of the Security and deliver such notice to a beneficial Conversion Agent; (ii) surrender the Security to a Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; and (iv) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of the requirements set forth in (i) through (iv) above is the “Conversion Date.” Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in a Global NoteSecurities in global form, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Trustee or Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by this Section 4.02(f) 13.03 and any transfer taxes or duties if required pursuant to Section 4.02(g13.08. (c) As promptly as practicable after satisfaction of the requirements for conversion set forth above (but in no event later than 3 Business Days after the Conversion Date), subject to compliance with any restrictions on transfer of shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent must be informed Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Securities or portion thereof in accordance with the customary practice provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 13.04. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Depositary. To exercise Company shall execute and the conversion privilege with respect Trustee shall authenticate and deliver to any Physical Notes, the Holder of such Physical Notes shall:the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. (id) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provideddate on which the requirements set forth above in this Section 13.02 have been satisfied as to such Securities (or portion thereof), however, that except to the extent required by Section 4.04, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon conversionsuch conversion shall be deemed to have become on said date the Holder of record of the shares represented thereby; provided, however, that in case of any such surrender on any date when the stock 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 stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. All Securities or portions thereof surrendered for conversion during the period from the close of business on the Regular Record Date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date shall (unless such Securities or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such Regular Record Date to the close of business on the Business Day next preceding the following Interest Payment Date) be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the Principal Amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Securities. Except as provided above in this Section 13.02, no payment or other adjustment shall be made for interest accrued on any Securities converted or for dividends on any shares issued upon the conversion of such Securities as provided in this Article. Accrued and unpaid interest and Additional Amounts, if any, shall will be treated as a stockholder deemed paid in full rather than canceled, extinguished or forfeited. (e) Upon the conversion of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period an interest in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a NoteGlobal Securities, the converting Holder Trustee (or other Conversion Agent appointed by the Company) shall no longer be make a notation on such Global Securities as to the Holder reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of such Noteany conversions of Securities effected through any Conversion Agent other than the Trustee.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect apply to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical convert Notes, the Holder of such Physical Notes shall: (i) duly In respect of a Definitive Note, a Holder must (A) complete and manually sign and complete a the conversion notice in on the form set forth in back of the Form of Notice of Conversion (the “Conversion Notice”) Note, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note to the Conversion Agent; ; (iiiC) if required, furnish appropriate endorsements and transfer documents; (iv) documents as may be required by the Conversion Agent and, if requiredrequired pursuant to Section 6.02(d), pay all transfer or similar taxes as set forth in taxes; and (D) if required pursuant to Section 4.02(g2.01(d); and, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (vii) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with the procedures of DTC and, if applicable, Euroclear and Clearstream, for converting a beneficial interest in a Global Note and, if required pursuant to Section 2.01(d), pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, make any payment pay all taxes or duties required under pursuant to Section 4.02(f6.02(d), if any. IfThe date a Holder complies with the foregoing requirements is the “Conversion Date” hereunder. At the Conversion Date the rights of the Holders of such converted Notes as Holders shall cease, upon conversion of a Note, any and the Person or Persons entitled to receive the shares of Common Stock are issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. The Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in cash in lieu of any fractional shares, as provided in Section 6.02(c) by the third Business Day immediately following the Conversion Date (the “Settlement Date”). A Holder may convert a portion of its Notes only if the principal amount of such portion is $1,000 or an integral multiple thereof. In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to be issued to a Person other than the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note Holder has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to already delivered a Fundamental Change Purchase Notice or unless such in connection with a Fundamental Change, with respect to a Note, the Holder may not surrender that Note for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior this Third Supplemental Indenture. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the relevant Fundamental Change Expiration Time. For any NoteHolder, a new Note in an authorized denomination equal in principal amount to the date on which the Holder of such Note satisfies all unconverted portion of the applicable requirements set forth above with respect to such Note surrendered. If more than one Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at one time by the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04same Holder, the person in whose name any number of full shares of Common Stock which shall be issuable upon conversion, if any, conversion thereof shall be treated as a stockholder of record (i) as computed on the basis of the Close of Business on the last VWAP Trading Day aggregate principal amount of the applicable Conversion Period in a Combination Settlement and Notes (iior specified portions thereof) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noteso surrendered.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (a) Each Physical Note shall be convertible at the office In respect of the Conversion Agent andNotes held in certificated form, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the such Conversion Notice; ; (ii) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iii) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent or stock transfer agent; (iv) if requiredrequired pursuant to Section 5.08 below, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (v) if required pursuant to Section 5.03(c) below, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (b) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.03(c), pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. IfThe date a Holder satisfies the foregoing requirements, upon conversion of a Noteas applicable, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” hereunder. No Conversion Notice with respect to any Notes may be tendered by a Holder thereof if such NoteHolder 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 4.01. A Holder’s right to convert its Notes that are subject to such Fundamental Change Repurchase Notice will terminate at the Close of Business on the second Scheduled Trading Day immediately preceding the relevant Fundamental Change Repurchase Date. Upon surrender of a certificated Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new certificated Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall make a notation in its records as to the reduction in the principal amount represented thereby. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by that, other than as set forth under Section 4.045.05, the person Person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as conversion will become a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteDate.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on in a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). IfNotwithstanding anything herein or in the Notes to the contrary, upon conversion of a Note(i) if the Company calls any Note for Redemption pursuant to Section 3.10, any shares of Common Stock are to be issued to a Person other than then the Holder of such NoteNote may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the related Conversion Notice shall include extent the Company fails to pay the Redemption Price for such other Person’s name Note in accordance with this Indenture or the extent such Note is subject to a Tax Redemption Opt-Out Election; and address. If (ii) if a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, Notice such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 3.05 hereof prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person Person in whose name any shares of Common Stock Shares shall be issuable upon conversion, if any, shall be treated as a stockholder holder of record (i) as of the Close of Business on the (i) Conversion Date for such conversion, in the case of Physical Settlement; or (ii) the last VWAP Trading Day of the applicable Conversion Observation Period for such conversion, in the case of Combination Settlement. For the avoidance of doubt, until a Combination Settlement and (ii) Holder is deemed to become the holder of record of Common Shares, if any, issuable upon conversion of such Holder’s Notes as contemplated in the immediately preceding sentence, such Holder shall not have any rights as a holder of the Close Common Shares with respect to such Common Shares issuable upon conversion of Business on the Conversion Date in a Physical Settlementsuch Notes. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise apply to the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by of Notes under this Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall12.01: (i) duly In respect of a Definitive Note, a Holder must (A) complete and manually sign and complete a the conversion notice in on the form set forth in back of the Form of Notice of Conversion (the “Conversion Notice”) Note, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note to the Conversion Agent; , with a copy to the Company; (iiiC) if requiredto the extent any Ordinary Shares issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent; (ivD) if requiredrequired pursuant to Section 12.01(c) below, pay all transfer or similar taxes as set forth in taxes; and (E) if required pursuant to Section 4.02(g); and3.05, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (vii) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 3.05, pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. If, upon With respect to a conversion of a NoteNote pursuant hereto, any shares if the Company elects to satisfy the applicable Conversion Obligation solely in Ordinary Shares (plus cash in lieu of Common Stock are to be issued to a Person other than the Holder of such Notefractional shares), the related Conversion Notice Person in whose name any Ordinary Shares shall include be issuable upon such other Person’s name conversion and address. If a Note has been submitted for repurchase upon delivery of Ordinary Shares pursuant to Section 12.04 shall be treated as a Fundamental Change Purchase Noticeshareholder of record of the Company, such Note may not be converted except to the extent permitted by law, of such Note has been withdrawn by Ordinary Shares as of 5:00 p.m., New York City time, on the Holder relevant Conversion Date. If the Company elects to satisfy the applicable Conversion Obligation in cash and is no longer submitted for repurchase pursuant Ordinary Shares (plus cash in lieu of fractional shares), the Person in whose name any Ordinary Shares shall be issuable upon such conversion will become the holder of record of such Ordinary Shares as of 5:00 p.m., New York City time, on the last Trading Day (the “Relevant Date”) of the related twenty (20) Trading Day period used to determine the Daily Settlement Amounts. On and after the Conversion Date with respect to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Noteconversion of a Note pursuant hereto, the date on which all rights of the Holder of such Note satisfies all shall terminate, other than the right to receive the consideration deliverable upon conversion of such Note as provided herein. A Holder of a Note is not entitled, as such, to any rights of a holder of Ordinary Shares until, if such Holder converts such Note and is entitled pursuant hereto to receive Ordinary Shares in respect of such conversion, 5:00 p.m., New York City time, on the applicable requirements set forth above Conversion Date or the Relevant Date or respective Conversion Dates or Relevant Dates, as the case may be, with respect to such conversion. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. Delivery of Ordinary Shares will be accomplished by delivery to the Conversion Agent of certificates for the relevant number of Ordinary Shares, other than in the case of Holders of Global Notes in book-entry form with DTC, in which case Ordinary Shares shall be the “Conversion Date” delivered in accordance with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteDTC customary practices.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.01(b) and any all taxes or duties duties, if required any, for which the Holder is responsible pursuant to Section 4.02(g)4.06, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical certificated Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note and attached hereto as Exhibit B (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the completed Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;; and (iv) if required, pay all transfer taxes or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase duties pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time4.06. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be in this Section 10.02(b) is the “Conversion Date.” The Conversion Agent will provide the Company with respect notice of any conversion by a Holder of the Notes on the date of such conversion (which, for the avoidance of doubt, shall be the next Business Day if the applicable requirements are satisfied after the Close of Business on a Business Day and prior to the open of Business on the next Business Day). (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable upon such Noteconversion shall be issued. All such Notes surrendered for conversion shall, unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the . The person in whose name any the certificate or certificates for the number of shares of Common Stock that shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder become the holder of record (i) of such shares of Common Stock as of the Close of Business on such Conversion Date. Notwithstanding the last VWAP Trading Day foregoing and anything contained in this Indenture to the contrary, in no event shall a Holder be entitled to the benefit of a Conversion Rate adjustment pursuant to the provisions of Article X hereof in respect of Notes surrendered for conversion if, by virtue of being deemed the record holder of the applicable shares of Common Stock issuable upon such conversion pursuant to the foregoing sentence, such Holder participates, as a result of being such holder of record, in the transaction or event that would otherwise give rise to such Conversion Period Rate adjustment to the same extent and in the same manner as holders of shares of Common Stock generally. (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Agent appointed by the Company) shall make a Combination Settlement and notation on such Global Notes 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. (iif) as Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Company to purchase such Note may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with Article X hereof prior to the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteFundamental Change Purchase Date.

Conversion Procedures. (a) Each Physical Note shall The right of conversion attaching to any Security may be convertible at the office of the Conversion Agent and, exercised (i) if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in such Security is represented by a Global NoteSecurity, the Holder must comply with the Applicable Procedures for converting, and effecting a by book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay through the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed facilities of the conversion Depositary in accordance with the customary practice Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Depositary. To exercise the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion privilege with respect to any Physical Notesnotice, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form as set forth in on the Form reverse of Notice of Conversion Security attached hereto as Exhibit A (the a “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice), which is once delivered, shall be irrevocable; (2) if such Certificated Security has been lost, and the Note stolen, destroyed or mutilated, a notice to the Conversion Agent; Agent in accordance with Section 2.09 regarding the loss, theft, destruction or mutilation of the Security; (iii3) if required, furnish appropriate endorsements and transfer documents; (iv) documents if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice Registrar or unless such Fundamental Change Purchase Notice is withdrawn the Conversion Agent; (4) payment of any tax or duty, in accordance with Section 3.07 prior to 5.04; and (5) payment of any interest (including Additional Interest, if any) payable on the relevant Fundamental Change Expiration TimeSecurities in accordance with Section 5.03(c). For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note specified in this Section 5.02 shall be the “Conversion Date” .” (b) Each Conversion Notice shall state the name or names (with respect address or addresses) of the Person or Persons in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares of Common Stock issuable on conversion are to be issued in the same name as the registered Holder of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the registered Holder or its duly authorized attorney. (c) Except as otherwise provided by Section 5.10, upon conversion of the Securities, the Company shall deliver and shall issue to such NoteHolder at the office of the Conversion Agent, the cash amounts payable in respect of such conversion and a certificate or certificates for the number of full shares of Common Stock issuable in respect of such conversion, if any, in accordance with the provisions of this Article 5, no later than the third Business Day after the expiration of the Conversion Reference Period. In case any Securities of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to such Holder, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to and the extent required by Section 4.04, the person Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder deemed to have become on said date the holder of record (i) as of the Close shares of Business Common Stock represented thereby; provided, however, that in case of any such surrender on any date when the stock transfer books of the Company shall be closed, the Person or Persons in whose name the certificate or certificates for such shares of Common Stock are to be issued shall be deemed to have become the record holder or holders thereof for all purposes on the last VWAP Trading Day next day on which such stock 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) No Conversion Notice with respect to any Securities may be delivered by a Holder thereof if such Holder also has delivered a Fundamental Change Repurchase Notice and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the applicable Conversion Period in a Combination Settlement and (ii) as provisions of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteSection 4.01.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on in a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties in connection therewith if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion as Attachment 1 to the Physical Note (the “Conversion Notice”) or a PDF or facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Physical Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer transfer, stamp or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, Notice such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice prior to the time such Notes are repurchased or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 3.05 hereof prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.044.04 hereof, the person Person in whose name any shares of Common Stock Shares shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Observation Period in a the case of Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a the case of Physical Settlement. For the avoidance of doubt, until a Holder is deemed to become the holder of record of Common Shares issuable upon conversion of such Xxxxxx’s Notes as contemplated in the immediately preceding sentence, such Holder shall not have any rights as a holder of the Common Shares with respect to Common Shares issuable upon conversion of such Notes. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note shall be convertible into cash at the office of the Conversion Agent and, if applicable, in accordance with the Applicable ProceduresAgent. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company, the Trustee or Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(b) and any and, if required, pay all taxes or duties duties, if required pursuant to Section 4.02(g), and the any. The Trustee or Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) if required, pay all transfer or similar taxes as set forth in make any payment required under Section 4.02(g4.03(b); and (v) if required, make any payment required under Section 4.02(f)pay all transfer or similar taxes. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be is the “Conversion Date.” The Trustee will, as promptly as possible, and in any event within two (2) Business Days, provide the Company with respect to notice of any conversion by Holders of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such Note. Each conversion shall be deemed to have been effected as to any issued. All such Notes (or portion thereof) surrendered for conversion immediately shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $2,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof prior to the Close of Business on the applicable Conversion Date; provided, however, that except Business Day prior to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Purchase Date.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f10.02(g) and any and, if required, pay all taxes or duties duties, if required any, for which the Holder is responsible pursuant to Section 4.02(g)4.06, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical certificated Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note and attached hereto as Exhibit B (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the completed Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) pay the funds, if requiredany, pay all transfer or similar taxes as set forth in required by Section 4.02(g10.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pay all taxes or duties pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time4.06. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be in this Section 10.02(b) is the “Conversion Date.” The Conversion Agent will provide the Company with respect notice of any conversion by a Holder of the Notes on the Conversion Date (which, for the avoidance of doubt, shall be the next Business Day if the applicable requirements are satisfied after the Close of Business on a Business Day and prior to such Notethe Opening of Business on the next Business Day). The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the relevant Conversion Date. The person in whose name the certificate or certificates for the number of shares of Common Stock that shall be issuable upon such conversion shall become the holder of record of such shares of Common Stock as of the Close of Business on such Conversion Date. Notwithstanding the foregoing and anything contained in this Indenture to the contrary, in no event shall a Holder be entitled to the benefit of a Conversion Rate adjustment pursuant to the provisions of Article X hereof in respect of Notes surrendered for conversion if, by virtue of being deemed the record holder of the shares of Common Stock issuable upon such conversion pursuant to the foregoing sentence, such Holder participates, as a result of being such holder of record, in the transaction or event that would otherwise give rise to such Conversion Rate adjustment at the same time and upon the same terms as holders of shares of Common Stock generally and as a result of holding the Notes, without having to convert its Notes, as if it held a number of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable upon such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any certificated Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. (e) Upon the conversion of an interest in Global Notes, the Trustee shall make a notation on such Global Notes as to the reduction in the principal amount represented thereby. (f) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Company to purchase such Note may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with Section 11.01(c) hereof. (g) If a Holder surrenders a Note for conversion after the Close of Business on any Record Date and prior to the Opening of Business on the Interest Payment Date corresponding to such Record Date, such Holder must accompany such Note with an amount of cash equal to the amount of interest if any, that will be payable on such Note on such Interest Payment Date; provided, however, that except to a Holder need not make such payment (A) if the extent required by Section 4.04, Holder surrenders the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of Note after the Close of Business on the last VWAP Trading Record Date immediately preceding the Maturity Date, (B) if the Holder surrenders the Note after the Company has specified a Fundamental Change Repurchase Date that is after the Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (C) to the extent of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business any overdue interest on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, if any overdue interest exists at the converting Holder shall no longer be time of conversion with respect to the Holder of such Note.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the fundsall taxes or duties, if any, required by Section 4.02(f) and any taxes or duties if required for which the Holder is responsible pursuant to Section 4.02(g)4.06, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical certificated Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note and attached hereto as Exhibit B (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the completed Conversion Notice, which is irrevocable, and the Note to the Conversion Agent at the office maintained by the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;; and (iv) if required, pay all transfer taxes or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase duties pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time4.06. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be in this Section 10.02(b) is the “Conversion Date.” The Conversion Agent will provide the Company with respect notice of any conversion by a Holder of the Notes on the Conversion Date (which, for the avoidance of doubt, shall be the next Business Day if the applicable requirements are satisfied after the Close of Business on a Business Day and prior to the open of Business on the next Business Day). (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable upon such Noteconversion shall be issued. All such Notes surrendered for conversion shall, unless the shares of Common Stock issuable upon conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or such Holder’s duly authorized attorney. (d) In case any certificated Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the . The person in whose name any the certificate or certificates for the number of shares of Common Stock that shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder become the holder of record (i) of such shares of Common Stock as of the Close of Business on such Conversion Date. Notwithstanding the last VWAP Trading Day foregoing and anything contained in this Indenture to the contrary, in no event shall a Holder be entitled to the benefit of a Conversion Rate adjustment pursuant to the provisions of Article X hereof in respect of Notes surrendered for conversion if, by virtue of being deemed the record holder of the shares of Common Stock issuable upon such conversion pursuant to the foregoing sentence, such Holder participates in the transaction at the same time and upon the same terms as holders of Common Stock as a result of holding the Notes, without having to convert any such Notes, as if such holder had a number of shares of Common Stock equal to the applicable Conversion Period Rate multiplied by the principal amount (expressed in a Combination Settlement and thousands) of Notes held by such holder. (iie) as Upon the conversion of the Close of Business on the Conversion Date an interest in a Physical Settlement. At the Close of Business on the Conversion Date for a NoteGlobal Notes, the converting Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Note in respect of which a Holder shall no longer has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Company to purchase such Note may be the Holder of converted only if such NoteFundamental Change Repurchase Notice is withdrawn in accordance with Section 11.01(c) hereof.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on in a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). IfNotwithstanding anything herein or in the Notes to the contrary, upon conversion of a Note(i) if the Company calls any Note for Redemption pursuant to Section 3.10, any shares of Common Stock are to be issued to a Person other than then the Holder of such NoteNote may not convert such Note after the Close of Business on the Business Day immediately before the applicable Redemption Date, except to the related Conversion Notice shall include extent the Company fails to pay the Redemption Price for such other Person’s name Note in accordance with this Indenture or the extent such Note is subject to a Tax Redemption Opt-Out Election; and address. If (ii) if a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, Notice such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 3.05 hereof prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person Person in whose name any shares of Common Stock Shares shall be issuable upon conversion, if any, shall be treated as a stockholder holder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Observation Period for such conversion. For the avoidance of doubt, until a Holder is deemed to become the holder of record of Common Shares, if any, issuable upon conversion of such Holder’s Notes as contemplated in the immediately preceding sentence, such Holder shall not have any rights as a Combination Settlement and (ii) as holder of the Close Common Shares with respect to such Common Shares issuable upon conversion of Business on the Conversion Date in a Physical Settlementsuch Notes. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable ProceduresAgent. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Trustee or Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(d) and any taxes or duties if required pursuant to Section 4.02(g), 4.08 and the Trustee or Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) make any payment required under Section 4.03(d); and (v) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)4.08. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be is the “Conversion Date.” The Trustee will, as promptly as possible, and in any event within two (2) Business Days, provide the Company with respect notice of any conversion by Holders of the Notes of which a Responsible Officer becomes aware. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such NoteNotes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to him, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon conversionsuch conversion in respect of each Trading Day during an Observation Period, if anyapplicable, shall be treated as a stockholder become the Holder of record (i) of such shares of Common Stock as of the Close close of Business business on the last VWAP Trading Day of such Observation Period; provided, however, that if such last Trading Day is a date when the applicable Conversion Period in a Combination Settlement and (ii) as stock transfer books of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a NoteCompany shall be closed, the converting Holder person or persons in whose name the certificate or certificates for such shares are to be issued shall no longer be deemed to have become the Holder of record thereof for all purposes on the next day on which such Notestock transfer books are open. (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof prior to the close of business on the Business Day prior to the relevant Fundamental Change Purchase Date.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on a Global Note and pay the fundsfunds directly to the Company, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Physical Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder in accordance with Section 3.07 and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration TimeNotice. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. The Company will determine the Conversion Date for each such Note in accordance with the requirements set forth herein. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date Date. For the avoidance of doubt, until a Holder is deemed to become the holder of record of shares of Common Stock issuable upon conversion of such Hxxxxx’s Notes as contemplated in the immediately preceding sentence, such Holder shall not have any rights as a Physical Settlementholder of the Common Stock with respect to the shares of Common Stock issuable upon conversion of such Notes. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note Security shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with into fully paid and nonassessable shares (calculated to the Applicable Proceduresnearest 1/100th of a share) of Common Stock. The Security will be converted into shares of Common Stock at the Conversion Price therefor. (b) To In order to exercise the conversion privilege with respect to a beneficial interest in a Global any Registered Note, the Holder of any such Securities to be converted, in whole or in part, shall: (i) complete and manually sign the conversion notice (the “Conversion Notice”) provided on the back of the Security and deliver such notice to a Conversion Agent; (ii) surrender the Security to the Conversion Agent; (iii) furnish appropriate endorsements and transfer documents, if required; and (iv) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of the requirements set forth in (i) through (iv) above is the “Conversion Date.” Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Global Notes, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Trustee or Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by this Section 4.02(f) 11.02 and any transfer taxes or duties if required pursuant to Section 4.02(g11.04. (c) As promptly as practicable after satisfaction of the requirements for conversion set forth above (but in no event later than 3 Business Days after the Conversion Date), subject to compliance with any restrictions on transfer of shares issuable on conversion to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office of the Conversion Agent must be informed Agent, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Securities or portion thereof in accordance with the customary practice provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 11.03. In case any Securities of a denomination greater than $250 shall be surrendered for partial conversion, the Depositary. To exercise Company shall execute and the conversion privilege with respect Trustee shall authenticate and deliver to any Physical Notes, the Holder of such Physical Notes shall:the Securities so surrendered, without charge to him, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. (id) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes Securities (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provideddate on which the requirements set forth above in this Section 11.02 have been satisfied as to such Securities (or portion thereof), however, that except to the extent required by Section 4.04, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder of record (i) as of the Close of Business deemed to have become on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be said date the Holder of record of the shares represented thereby; provided, however, that in case of any such Notesurrender on any date when the stock 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 stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Securities shall be surrendered. All Securities or portions thereof surrendered for conversion during the period from the close of business on the applicable Record Date (as defined in the Security) for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date shall (unless such Securities or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such Record Date to the close of business on the Business Day next preceding the following Interest Payment Date) be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Securities. Except as provided above in this Section 11.02, no payment or other adjustment shall be made for interest accrued on any Securities converted or for dividends on any shares issued upon the conversion of such Securities as provided in this Article. Accrued and unpaid interest will be deemed paid in full rather than canceled, extinguished or forfeited. (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (a) Each Physical Note shall be convertible at the office In respect of the Conversion Agent andNotes held in certificated form, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; ); (ii) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iii) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent or stock transfer agent; (iv) if requiredrequired pursuant to Section 5.7 below, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (v) if required pursuant to Section 5.3(b) below, pay funds equal to interest payable on the next Payment Date. (b) In respect of a beneficial interest in a Global Note, a beneficial owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.3(b), pay funds equal to interest payable on the next Payment Date, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which a Holder satisfies the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be foregoing requirements, as applicable, is the “Conversion Date” with respect hereunder. Upon surrender of a certificated Note that is converted in part, the Company shall execute, and the Trustee or an authenticating agent shall authenticate and deliver to such Notethe Holder, a new certificated Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall make a notation in its records as to the reduction in the principal amount represented thereby. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close close of Business business on the applicable Conversion Date; provided, however, that except to and the extent required by Section 4.04, the person Person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as conversion will become a stockholder shareholder of record (i) as of the Close close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteDate.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable ProceduresAgent. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Trustee or Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(c) and any taxes or duties if required pursuant to Section 4.02(g), 4.08 and the Trustee or Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in the form set forth in as Exhibit A to the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) make any payment required under Section 4.03(c); and (v) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f)4.08. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be is the “Conversion Date.” The Trustee will, as promptly as possible, and in any event within two (2) Business Days, provide the Company with respect notice of any conversion by Holders of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such NoteNotes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any the certificate or certificates for the number of shares of Common Stock, if any, that shall be issuable upon such conversion shall become the holder of record of such shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close close of Business business on the last VWAP Trading Day relevant Conversion Date. (e) Upon the conversion of an interest in Global Notes, the applicable Trustee (or other Conversion Period Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Combination Settlement and (ii) as Note in respect of which a Holder has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Close Company to purchase such Note may be converted only if such notice of Business exercise is withdrawn in accordance with Article 3 hereof prior to the close of business on the Conversion Date in a Physical Settlement. At Business Day prior to the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Purchase Date.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a any beneficial interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(c) and any all transfer or similar taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Definitive Notes, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g)4.08; and (v) pay the funds, if requiredany, make any payment required under Section 4.02(f4.03(d). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above in this Section 4.02(b) with respect to such a Note shall be is the “Conversion Date” with respect to for such Note. The Conversion Agent shall, as promptly as possible, and in any event within two (2) Business Days of the receipt thereof, provide the Company with notice of any conversion by a Holder of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close close of Business business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name the certificate or certificates for the number of shares of Common Stock, if any, that shall be issuable upon such conversion in respect of any Trading Day during a Settlement Averaging Period, if applicable, shall become the holder of record of such shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close close of Business business on the last VWAP Trading Day of such Settlement Averaging Period. (e) Upon the applicable conversion of an interest in Global Notes, the Trustee (or other Conversion Period Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Notwithstanding the foregoing, a Combination Settlement and (ii) as Note in respect of which a Holder has delivered a Fundamental Change Repurchase Notice exercising such Holder’s option to require the Close Company to repurchase such Note may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with Article III hereof prior to the close of Business business on the Conversion Date in a Physical Settlement. At Business Day immediately preceding the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noterelevant Fundamental Change Repurchase Date.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures.apply to convert Notes: (bi) To exercise the conversion privilege with in respect to of a beneficial interest in a Global Security, a Beneficial Owner must comply with the procedures of the Depositary for converting a beneficial interest in a Global Security and, if required pursuant to Section 2.08(b), pay funds equal to interest and Additional Interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, pay all taxes or duties, if any; and (ii) in respect of a certificated Note, the Holder must comply with (A) complete and manually sign the Applicable Procedures for converting, and effecting a book-entry transfer to conversion notice on the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed back of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notesnote, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note to the Conversion Agent; ; (iiiC) if required, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent; (ivD) if requiredrequired pursuant to Section 5.02(c), pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (vE) if requiredrequired pursuant to Section 2.08(b), make any payment required under Section 4.02(f)pay funds equal to interest and Additional Interest payable on the next Interest Payment Date to which such Holder is not entitled. IfThe date a Holder complies with the foregoing requirements is the “Conversion Date” hereunder. At the Conversion Date the rights of the Holders of such converted Notes as Holders shall cease, upon conversion of a Note, any and the Person or Persons entitled to receive the shares of Common Stock are issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. The Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in cash in lieu of any fractional shares, as provided in Section 5.01(b), by the third Business Day immediately following the Conversion Date (the “Settlement Date”). A Holder may convert a portion of its Notes only if the principal amount of such portion is $1,000 or an integral multiple thereof. In the case of any Note that is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to be issued to a Person other than the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note Holder has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to already delivered a Fundamental Change Purchase Notice or unless such in connection with a Fundamental Change, with respect to a Note, the Holder may not surrender that Note for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Timethis Supplemental Indenture. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such If more than one Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at one time by the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04same Holder, the person in whose name any number of full shares of Common Stock issuable upon conversion thereof shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as computed on the basis of the Close of Business on the last VWAP Trading Day aggregate principal amount of the applicable Conversion Period in a Combination Settlement and Notes (iior specified portions thereof) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Noteso surrendered.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (a) Each Physical Note shall be convertible at the office In respect of the Conversion Agent andNotes held in certificated form, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion Note (the “Conversion Notice”) ), or a facsimile of the such Conversion Notice; ; (ii) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iii) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent or stock transfer agent; (iv) if requiredrequired pursuant to Section 5.09 below, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (v) if required pursuant to Section 5.03(c) below, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (b) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.03(c), pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. If, upon conversion of The date a Note, any shares of Common Stock are to be issued to a Person other than Holder satisfies the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and foregoing requirements is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” hereunder. If the Company has called any Notes for redemption pursuant to Article 6, Holders may surrender any Notes so called for conversion at the applicable Conversion Rate at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Redemption Date, unless the Company fails to pay the Redemption Price (in which case a Holder may convert its Notes so called until the Redemption Price has been paid or duly provided for). No Conversion Notice with respect to any Notes may be tendered by a Holder thereof if such NoteHolder 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 4.01. A Holder’s right to convert its Notes that are subject to such Fundamental Change Repurchase Notice will terminate at the Close of Business on the second Scheduled Trading Day immediately preceding the relevant Fundamental Change Repurchase Date. Upon surrender of a certificated Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new certificated Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall make a notation in its records as to the reduction in the principal amount represented thereby. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by that, other than as set forth under Section 4.045.05 hereof, the person Person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as conversion will become a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date (in a the case of Physical Settlement. At ) or the Close last Trading Day of Business on the Conversion Date for a Note, applicable Observation Period (in the converting Holder shall no longer be the Holder case of such NoteCombination Settlement).

Conversion Procedures. The following procedures shall apply to the conversion of Notes (aincluding any conversion pursuant to Section 11.09): (i) Each Physical Note shall be convertible at In respect of a Definitive Note, and, in the office case of the Conversion Agent andconversion pursuant to Section 11.09, subject to 11.09(g), if applicable, in accordance with the Applicable Procedures. a Holder must (bA) To exercise complete and manually sign the conversion privilege with respect to a beneficial interest in a Global notice on the back of the Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note to the Conversion Agent; ; (iiiC) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent; (ivD) if requiredrequired pursuant to Section 11.01(f) below, pay all transfer or similar taxes as set forth in taxes; and (E) if required pursuant to Section 4.02(g); and3.05, pay funds equal to interest payable from and including the Conversion Date to the next Interest Payment Date. (vii) In respect of a beneficial interest in a Global Note, and, in the case of conversion pursuant to Section 11.09, subject to 11.09(g), if applicable, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 3.05, pay funds equal to interest payable from and including the Conversion Date to the next Interest Payment Date, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. IfThe date a Holder satisfies the foregoing requirements or, upon as applicable, the Issuer’s Conversion Date, is each a “Conversion Date” hereunder. With respect to a conversion of a NoteNote pursuant hereto, any if the Company satisfies the applicable Conversion Obligation solely in shares of Common Stock are to be issued to a Person other than the Holder (plus cash in lieu of such Notefractional shares), the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person Person in whose name any shares of Common Stock shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder of record (i) of the Company, to the extent permitted by law, of such shares of Common Stock as of the Close close of Business business on the relevant Conversion Date. If the Company elects to satisfy the applicable Conversion Obligation in cash and shares of Common Stock (plus cash in lieu of fractional shares), the Person in whose name any shares of Common Stock shall be issuable upon such conversion will become the holder of record of such shares of Common Stock as of the close of business on the last VWAP Trading Day (the “Relevant Date”) of the applicable related twenty Trading Day period used to determine the Applicable Stock Price for such conversion. On and after the Conversion Period in Date with respect to a Combination Settlement and (ii) as conversion of a Note pursuant hereto, all rights of the Close Holder of Business such Note shall terminate, other than the right to receive the consideration deliverable upon conversion of such Note as provided herein. A Holder of a Note is not entitled, as such, to any rights of a holder of Common Stock until, if such Holder converts such Note (or such Holder’s Notes are converted pursuant to Section 11.09) and is entitled pursuant hereto to receive shares of Common Stock in respect of such conversion, the close of business on the Conversion Date in or the Relevant Date or respective Conversion Dates or Relevant Dates, as the case may be, with respect to such conversion. If more than one Note of a Physical Settlement. At Holder is converted at the Close same time, the number of Business shares of Common Stock issuable, the cash payable or the combination of the cash payable and number of shares of Common Stock issuable upon the conversion, if any, shall be based on the Conversion Date for total Original Principal Amount of the Notes converted. Upon surrender of a NoteNote that is converted in part, the converting Holder Company shall no longer execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Original Principal Amount to the unconverted portion of the Note surrendered. Delivery of shares of Common Stock will be accomplished by delivery to the Holder Company’s stock transfer agent of such Notecertificates for the relevant number of shares of Common Stock, other than in the case of Holders of Global Notes in book-entry form with DTC, in which case shares of Common Stock shall be delivered in accordance with DTC customary practices.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Proceduresprocedures of the Depositary. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global Note, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f4.03(b) and any all transfer or similar taxes or duties if required pursuant to Section 4.02(g)4.08, and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To In order to exercise the conversion privilege with respect to any Physical Definitive Notes, the Holder of any such Physical Notes to be converted shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents;, (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); 4.08, and (v) pay the funds, if requiredany, make any payment required under Section 4.02(f4.03(b). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be in this Section 4.02(b) is the “Conversion Date.” The Conversion Agent shall, as promptly as possible, and in any event within two (2) Business Days of the receipt thereof, provide the Company with respect notice of any conversion by a Holder of the Notes. (c) Each Conversion Notice shall state the name or names (with address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such NoteNotes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close close of Business business on the applicable relevant Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name the certificate or certificates for the number of shares of Common Stock, if any, that shall be issuable upon such conversion in respect of any Trading Day shall become the holder of record of such shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close close of Business business on the last VWAP Trading Day Day. (d) Upon the conversion of the applicable Conversion Period an interest in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a NoteGlobal Notes, the converting Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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) Notwithstanding the foregoing, a Note in respect of which a Holder shall no longer has delivered a Fundamental Change Purchase Notice exercising such Holder’s option to require the Company to repurchase such Note may be the Holder converted only if such notice of exercise is withdrawn in accordance with Article 3 hereof and duly submitted such NoteNote for conversion.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise apply to the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shallSecurities: (i) duly In respect of a Definitive Security, a Holder must (A) complete and manually sign and complete a the conversion notice in on the form set forth in back of the Form of Notice of Conversion (the “Conversion Notice”) Security, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note Security to the Conversion Agent; ; (iiiC) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent; (ivD) if requiredrequired pursuant to Section 12.01(f) below, pay all transfer or similar taxes as set forth in taxes; and (E) if required pursuant to Section 4.02(g); and2.01(d) above, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (vii) In respect of a beneficial interest in a Global Security, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Security and, if required pursuant to Section 2.01(d) above, pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. IfThe date a Holder satisfies the foregoing requirements is the “Conversion Date“ hereunder. If a Holder converts more than one Security at the same time, upon conversion the number of a Note, any shares of Common Stock are to be issued to a Person other than issuable or the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all combination of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close cash payable and number of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon the conversion, if any, shall be treated as a stockholder of record (i) as based on the total principal amount of the Close Securities converted. Upon surrender of Business on a Security that is converted in part, the last VWAP Trading Day Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the applicable Conversion Period in a Combination Settlement and (ii) as Security surrendered. Delivery of the Close shares of Business on Common Stock, if any, will be accomplished by delivery to the Conversion Date Agent of certificates for the relevant number of shares of Common Stock, other than in a Physical Settlement. At the Close case of Business on the Conversion Date for a NoteHolders of Global Securities in book-entry form with DTC, the converting Holder in which case shares of Common Stock shall no longer be the Holder of such Notedelivered in accordance with DTC customary practices.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable ProceduresAgent. (b) To In order to exercise the conversion privilege with respect to a beneficial any interest in a Global NoteNotes in global form, the Holder must comply with complete the Applicable Procedures appropriate instruction form for converting, and effecting a conversion pursuant to the Depositary's book-entry conversion program, furnish appropriate endorsements and transfer to documents if required by the Company or the Trustee or Conversion Agent ofAgent, a beneficial interest on a Global Note and pay the funds, if any, required by this Section 4.02(f) 13.02 and any transfer taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary13.09. To In order to exercise the conversion privilege with respect to any Physical NotesNotes in certificated form, the Holder of any such Physical Notes to be converted, in whole or in part, shall: (i) duly complete and manually sign and complete a the conversion notice in provided on the form set forth in back of the Form of Notice of Conversion Note (the “Conversion Notice”"CONVERSION NOTICE") or a facsimile of the conversion notice and deliver such notice to a Conversion NoticeAgent; (ii) deliver the Conversion Notice, which is irrevocable, and surrender the Note to the a Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents, if required; (iv) if required, pay all transfer or similar taxes as set forth in make any payments required under Section 4.02(g2.01(c); and (v) if required, make pay any payment required under Section 4.02(f)transfer or similar tax, if any. If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the The date on which the Holder of such Note satisfies all of the applicable requirements set forth in (i) through (v) above is the "CONVERSION DATE." The Notes shall be deemed to have been converted immediately prior to 5:00 P.M., New York City time, on the Conversion Date. (c) Each Conversion Notice shall also state the name or names (with respect address or addresses) in which any certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. All such Notes surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney. (d) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than 5 Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03(c)), subject to compliance with Section 13.09 and any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such Note Holder at the office of the Conversion Agent, a check or cash and a certificate or certificates for the number of full shares of Common Stock issuable in accordance with the provisions of this Article XIII, if applicable. In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the “Conversion Date” with respect Company shall execute and the Trustee shall authenticate and deliver to such Notethe Holder of the Notes so surrendered, without charge to him, new Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provideddate on which the requirements set forth above in this Section 13.02 have been satisfied as to such Notes (or portion thereof), however, that except to the extent required by Section 4.04, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon conversion, if any, such conversion shall be treated as a stockholder of record (i) as of the Close of Business deemed to have become on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be said date the Holder of record of the shares represented thereby; provided, however, that in case of any such Notesurrender on any date when the stock 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 stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Notes shall be surrendered. (e) Upon the conversion of an interest in Global Notes, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Notes 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. (f) Each stock certificate representing Common Stock issued upon conversion of the Notes that are Restricted Securities shall bear the legend in substantially the form of Exhibit D hereto and shall bear such legend until such time as set forth in Section 2.17(b) herein.

Conversion Procedures. The following procedures shall apply to the conversion of Notes (aincluding any conversion pursuant to Section 11.09): (i) Each Physical Note shall be convertible at In respect of a Definitive Note, and, in the office case of the Conversion Agent andconversion pursuant to Section 11.09, subject to 11.09(g), if applicable, in accordance with the Applicable Procedures. a Holder must (bA) To exercise complete and manually sign the conversion privilege with respect to a beneficial interest in a Global notice on the back of the Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note to the Conversion Agent; ; (iiiC) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent; (ivD) if requiredrequired pursuant to Section 11.01(f) below, pay all transfer or similar taxes as set forth in taxes; and (E) if required pursuant to Section 4.02(g); and3.05, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (vii) In respect of a beneficial interest in a Global Note, and, in the case of conversion pursuant to Section 11.09, subject to 11.09(g), if applicable, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 3.05, pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. IfThe date a Holder satisfies the foregoing requirements or, upon as applicable, the Issuer’s Conversion Date, is each a “Conversion Date” hereunder. With respect to a conversion of a NoteNote pursuant hereto, if the Company elects to satisfy the applicable Conversion Obligation solely in shares of Common Stock (plus cash in lieu of fractional shares), the Person in whose name any shares of Common Stock are to shall be issued to issuable upon such conversion shall be treated as a Person other than stockholder of record of the Holder of such NoteCompany, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent permitted by law, of such Note has been withdrawn by shares of Common Stock as of the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to close of business on the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect . If the Company elects to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on satisfy the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04Obligation in cash and shares of Common Stock (plus cash in lieu of fractional shares), the person in whose name any shares of Common Stock shall be issuable upon such conversion will become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day (the “Relevant Date”) of the related ten Trading Day period used to determine the Applicable Stock Price for such conversion. On and after the Conversion Date with respect to a conversion of a Note pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable upon conversion of such Note as provided herein. A Holder of a Note is not entitled, as such, to any rights of a holder of Common Stock until, if such Holder converts such Note (or such Holder’s Notes are converted pursuant to Section 11.09) and is entitled pursuant hereto to receive shares of Common Stock in respect of such conversion, the close of business on the Conversion Date or the Relevant Date or respective Conversion Dates or Relevant Dates, as the case may be, with respect to such conversion. If more than one Note of a Holder is converted at the same time, the number of shares of Common Stock issuable or the combination of the cash payable and number of shares of Common Stock issuable upon the conversion, if any, shall be treated as a stockholder of record (i) as based on the total Original Principal Amount of the Close Notes converted. Upon surrender of Business on a Note that is converted in part, the last VWAP Trading Day Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Original Principal Amount to the unconverted portion of the applicable Conversion Period in a Combination Settlement and (ii) as Note surrendered. Delivery of the Close shares of Business on Common Stock will be accomplished by delivery to the Conversion Date Agent of certificates for the relevant number of shares of Common Stock, other than in a Physical Settlement. At the Close case of Business on the Conversion Date for a NoteHolders of Global Notes in book-entry form with DTC, the converting Holder in which case shares of Common Stock shall no longer be the Holder of such Notedelivered in accordance with DTC customary practices.

Conversion Procedures. The following procedures shall apply to the conversion of Notes: (a) Each Physical Note shall be convertible at the office In respect of the Conversion Agent andNotes held in certificated form, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a the conversion notice in attached to the form set forth in the Form of Notice of Conversion Note (the “Conversion Notice”) or a facsimile of the Conversion Notice; ); (ii) deliver the such Conversion Notice, which is irrevocable, and the Note to the Conversion Agent; Agent at the office maintained by the Conversion Agent for such purpose; (iii) if requiredto the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish appropriate endorsements and transfer documents; documents as may be required by the Conversion Agent or stock transfer agent; (iv) if requiredrequired pursuant to Section 5.08 below, pay all transfer or similar taxes as set forth in Section 4.02(g)taxes; and and (v) if required pursuant to Section 5.03(c) below, pay funds equal to interest payable on the next Interest Payment Date. (b) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with DTC’s procedures for converting a beneficial interest in a Global Note and, if required pursuant to Section 5.03(c), pay funds equal to interest payable on the next Interest Payment Date, and if required, make any payment required under Section 4.02(f)taxes or duties, if any. IfThe date a Holder satisfies the foregoing requirements, upon conversion of a Noteas applicable, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” hereunder. No Conversion Notice with respect to any Notes may be tendered by a Holder thereof if such NoteHolder 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 4.01. A Holder’s right to convert its Notes that are subject to such Fundamental Change Repurchase Notice will terminate at the Close of Business on the second Scheduled Trading Day immediately preceding the relevant Fundamental Change Repurchase Date. Upon surrender of a certificated Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new certificated Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall make a notation in its records as to the reduction in the principal amount represented thereby. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to and the extent required by Section 4.04, the person Person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as conversion will become a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such NoteDate.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on a Global Note and pay the fundsfunds directly to the Company, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Physical Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder in accordance with Section 3.07 and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration TimeNotice. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. The Company will determine the Conversion Date for each such Note in accordance with the requirements set forth herein. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date Date. For the avoidance of doubt, until a Holder is deemed to become the holder of record of shares of Common Stock issuable upon conversion of such Xxxxxx’s Notes as contemplated in the immediately preceding sentence, such Holder shall not have any rights as a Physical Settlementholder of the Common Stock with respect to the shares of Common Stock issuable upon conversion of such Notes. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, converting a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall: (i) duly complete and manually sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver the Conversion Notice, which is irrevocable, and the Physical Note to the Conversion Agent; (iii) if required, furnish appropriate endorsements and transfer documents; (iv) if required, pay all transfer or similar taxes governmental charges or duties as set forth in Section 4.02(g); and (v) if required, make any payment required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, Repurchase Notice such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Repurchase Notice or unless such Fundamental Change Purchase Repurchase Notice is withdrawn in accordance with Section 3.07 3.05 hereof prior to the relevant Fundamental Change Expiration Time. If a Holder submits its Notes for required repurchase, the Holder’s right to withdraw the Fundamental Change Repurchase Notice and convert the Notes that are subject to repurchase will terminate at the Close of Business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to at the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.044.04 hereof, the person Person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Observation Period in a the case of Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a the case of Physical Settlement. For the avoidance of doubt, until a Holder is deemed to become the holder of record of shares of Common Stock issuable upon conversion of such Hxxxxx’s Notes as contemplated in the immediately preceding sentence, such Holder shall not have any rights as a holder of the Common Stock with respect to the shares of Common Stock issuable upon conversion of such Notes. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

Conversion Procedures. (a) Each Physical Note The following procedures shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures. (b) To exercise the conversion privilege with respect apply to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary. To exercise the conversion privilege with respect to any Physical convert Notes, the Holder of such Physical Notes shall: (i) duly In respect of a Definitive Note, a Holder must (A) complete and manually sign and complete a the conversion notice in on the form set forth in back of the Form of Notice of Conversion (the “Conversion Notice”) Note, or a facsimile of the Conversion Notice; such conversion notice; (iiB) deliver the Conversion Noticesuch conversion notice, which is irrevocable, and the Note to the Conversion Agent; ; (iiiC) if required, furnish appropriate endorsements and transfer documents; (iv) documents as may be required by the Conversion Agent and, if requiredrequired pursuant to Section 6.02(d), pay all transfer or similar taxes as set forth in taxes; and (D) if required pursuant to Section 4.02(g); and2.01(d) of this Supplemental Indenture, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. (vii) In respect of a beneficial interest in a Global Note, a Beneficial Owner must comply with the procedures of DTC and, if applicable, Euroclear and Clearstream, for converting a beneficial interest in a Global Note and, if required pursuant to Section 2.01(d) of this Supplemental Indenture, pay funds equal to interest payable on the next Interest Payment Date to which such Beneficial Owner is not entitled, and if required, make any payment pay all taxes or duties required under Section 4.02(f). If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address. If a Note has been submitted for repurchase pursuant to Section 6.02(d), if any. (iii) The date a Fundamental Change Purchase Notice, such Note may not be converted except to Holder complies with the extent such Note has been withdrawn by the Holder and foregoing requirements is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time. For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to hereunder, at which time the rights of the Holders of such Noteconverted Notes as Holders shall cease. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable relevant Conversion Date; provided, however, that except and with respect to the extent required by Section 4.04, the person in whose name any shares of Common Stock that are issuable upon such conversion: (i) if such conversion was subject to a Physical Settlement, the Person in whose name the certificate or certificates for such shares of Common Stock will be registered, shall become the holder of record of such shares as of the close of business on the Conversion Date; and (ii) if such conversion was subject to a Combination Settlement, the Person in whose name the certificate or certificates for such shares of Common Stock will be registered, shall become the holder of record of such shares as of the close of business on the last Trading Day of the relevant Cash Settlement Averaging Period. (iv) In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Note. (v) If a Holder has already delivered a Fundamental Change Purchase Notice in connection with a Fundamental Change, with respect to a Note, the Holder may not surrender that Note for conversion until the Holder has validly withdrawn the Fundamental Change Purchase Notice in accordance with this Supplemental Indenture. Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. (vi) If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock, cash or a combination of shares of Common Stock and cash, as applicable, which shall be issuable upon conversionconversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. (vii) If Notes are converted after 5:00 p.m., New York City time, on a Regular Record Date for the payment of interest, Holders of such Notes at 5:00 p.m., New York City time, on such Regular Record Date will receive the interest and Additional Interest, if any, shall payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes, upon surrender for conversion during the period from 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date, must be treated as a stockholder accompanied by funds equal to the amount of record interest and Additional Interest, if any, payable on such Interest Payment Date on the Notes so converted; provided, that no such payment need be made (i) as of for conversions following the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and Regular Record Date immediately preceding Stated Maturity; (ii) as if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (iii) to the extent of any overdue interest (including any overdue Additional Interest), if any overdue interest exists at the Close time of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of conversion with respect to such Note.