Common use of Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization or reclassification of, or change of, the Common Stock (other than changes resulting from a subdivision or combination); (ii) a consolidation, merger or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange; in each case as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (ia) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Shares, other than changes resulting from a subdivision or a combination);, (iib) a consolidation, merger amalgamation, merger, arrangement or combination involving the Company; orIssuer, (iiic) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Issuer, other than one or more of the Issuer’s Subsidiaries; , or (ivd) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stockShares are entitled to receive shares, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Shares, the Company Issuer or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act Applicable Laws as in force at the date of execution of such supplemental indenture) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Debentures then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Debentures into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Debentures been converted into Common Shares immediately prior to such Business Combination. If, as a result of In the Merger Event, each share event holders of Common Stock is converted into Shares have the right opportunity to receive more than a single type elect the form of consideration (determined based to be received in part upon any form of stockholder election)such Business Combination, then the Reference Property into which the Securities Debentures will be convertible will be deemed to be into the weighted average of the types kind and amounts amount of consideration received by the holders of the Common Stock Shares that affirmatively make such an election. The Company shall Issuer may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.07section 7.5. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person7. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of Common Stock Shares includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained Debentures as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article 3 hereof. Failure to deliver such notice Notwithstanding anything contained in this section, and for the avoidance of doubt, this section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Debentures into Common Shares prior to the effective date of the Business Combination in accordance with the terms of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applyIndenture.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or reclassification of, or change ofin, the Common Stock Shares (other than changes resulting from a subdivision or combinationcombination or a change in par value); (ii) a any consolidation, merger or combination involving the Company; or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiariessubsidiaries substantially as an entirety; or (iv) any statutory share exchange; in each case as a result of which all of the Common Stock Shares would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security Note will be changed into a right to convert such Security Note as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock Shares equal to the Conversation Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”,” with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one Common Share is entitled to receive) upon such Merger Event; provided, however, that at and after the effective time of the Merger Event the conversion obligation shall be calculated and settled in accordance with Section 2.12 such that (i) the amount otherwise payable in cash upon conversion of the Notes as set forth under Section 2.12 will continue to be payable in cash, (ii) the number of Common Shares (if the Company does not elect to pay cash in lieu of all such shares) deliverable upon conversion of the Notes under Section 2.12 will be instead deliverable in the amount and type of Reference Property that a holder of that number of Common Shares would have been entitled to receive in such Merger Event and (iii) the Daily VWAP and the Closing Sale Price will be calculated based on the value of a unit of Reference Property. If, as a result of the Merger Event, each share of Common Stock Share is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock Shares that affirmatively make such an election, and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one Common Share. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.072.15. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 herein in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock Shares includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. . (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 2.15 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 2.15 applies to any Merger Event, Section 4.04 2.14 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i1) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or a combination); (ii2) a consolidation, merger or combination involving the Company; or; (iii3) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its SubsidiariesCompany, other than one or more of the Company’s subsidiaries; or (iv4) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, the right to convert a Security Debentureholders then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Debentures into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Debentures been converted into Common Stock immediately prior to such Business Combination, except that such Debentureholders will not receive the Make Whole Premium if such Debentureholder does not convert its Debentures “in connection with” the relevant Fundamental Change. If, as a result A conversion of the Merger Event, each share Debentures by a Debentureholder will be deemed for these purposes to be “in connection with” a Fundamental Change if the notice of such conversion is provided in compliance with Section 15.02(a) to the conversion agent on or subsequent to the date ten (10) Trading Days prior to the date announced by the Company as the anticipated Fundamental Change Effective Date but before the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. In the event holders of Common Stock is converted have the opportunity to elect the form of consideration to be received in such Business Combination, the Company shall make adequate provision whereby the Debentureholders shall have a reasonable opportunity to determine the form of consideration into which all of the right to receive more than Debentures, treated as a single type of consideration (determined based in part upon any form of stockholder election)class, then the Reference Property into which the Securities will shall be convertible will from and after the effective date of such Business Combination. Such determination shall be deemed to be (i) based on the weighted average of the types and amounts elections made by Debentureholders who participate in such determination, (ii) subject to any limitations to which all of consideration received by the holders of the Common Stock that affirmatively make are subject, such an electionas pro rata reductions applicable to any portion of the consideration payable in such Business Combination and (iii) conducted in such a manner as to be completed by the date which is the earliest of (a) the deadline for elections to be made by shareholders of the Company, and (b) two (2) Trading Days prior to the anticipated effective date of the Business Combination. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Debentureholders (and the weighted average of elections), by posting such notice with DTC and providing a copy of such notice to the Trustee. In the event the effective date of the Business Combination is delayed beyond the initially anticipated effective date, Debentureholders shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date. The Company may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.0715.10. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person15. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution Debentureholders as the Board of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Directors shall reasonably consider necessary by reason of the Securities maintained by foregoing, including to the Primary Registrarextent practicable the provisions providing for the repurchase rights set forth in Section 3.06 hereof. Notwithstanding anything contained in this Section, within 20 days after execution thereof. Failure to deliver such notice and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Debentureholder to convert its Debentures into shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i1) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or a combination);, (ii2) a consolidation, merger or combination involving the Company; or, (iii3) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries; Company, other than one or more of the Company’s subsidiaries, or (iv4) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Securities then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Securities into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger Business Combination had such Securities been converted into Common Stock (assuming for such purpose such conversion were settled entirely in the Company’s Common Stock and without giving effect to any adjustment to the conversion rate with respect to a Business Combination constituting a Designated Event) immediately prior to such Business Combination, except that such Holders will not receive the Make Whole Premium if such Holder does not convert its Securities “in connection with” the relevant Designated Event. If, as a result A conversion of the Merger Event, each share of Common Stock is converted into the right to receive more than Securities by a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Securities will be convertible Holder will be deemed for these purposes to be “in connection with” a Designated Event if the weighted average notice of such conversion is provided in compliance with Section 4.02(a) to the types and amounts of consideration received Conversion Agent on or subsequent to the date 15 Trading Days prior to the date announced by the Company as the anticipated Designated Event Effective Date but before the close of business on the Business Day immediately preceding the related Designated Event Purchase Date. In the event holders of Common Stock that affirmatively have the opportunity to elect the form of consideration to be received in such Business Combination, the Company shall make adequate provision whereby the Securities shall be convertible from and after the effective date of such an electionBusiness Combination into the form of consideration elected by a majority of the Company’s stockholders in such Business Combination. Appropriate provisions will be made, as determined in good faith by the Company’s Board of Directors, to preserve the settlement provisions in Section 4.13 following such Business Combination to the extent feasible. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.074.10. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person4. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article 3 hereof. Failure to deliver such notice Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Securities into cash and, if applicable, shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or reclassification of, or change ofin, the Common Stock (other than changes resulting from a subdivision or combination); (ii) a consolidation, merger or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange; in each case as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. . (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or reclassification of, or change ofin, the Common Stock (other than changes resulting from a subdivision or combination); (ii) a consolidation, merger or combination involving the Company; or; (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesRestricted Subsidiaries substantially as an entirety; or (iv) any statutory share exchange; in each case as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) an agreement providing that at and after the effective time of such Merger Event, the right to convert a Security Note will be changed into a right to convert such Security Note as set forth in this Indenture Agreement into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Conversion Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event; provided, however, (A) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 8.2 and (B) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 8.2 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. If the holders receive only cash in such Merger Event, then for all conversions that occur after the effective date of such Merger Event (x) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any additional Shares pursuant to Section 8.3), multiplied by the price paid per share of Common Stock in such Merger Event and (y) the Company shall satisfy the conversion obligation by paying cash to converting Holders on the third Business Day immediately following the Conversion Date. The Company shall notify the Holders of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.078.5. Such supplemental indenture agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 Section 8 in the judgment of the Company’s Board of Directors or the board Board of directors Directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture agreement shall also be executed by such other Person. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into shares of Common Stock, as set forth in Section 8.1 and Section 8.2 prior to the effective date of such Merger Event (b) The Company shall cause notice of the execution of such supplemental indenture agreement to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary RegistrarCompany, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indentureagreement. The above provisions of this Section 4.07 8.5 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 8.5 applies to any Merger Event, Section 4.04 8.3 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i1) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or a combination);, (ii2) a consolidation, merger or combination involving the Company; or, (iii3) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries; Company, other than one or more of the Company’s subsidiaries, or (iv4) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Securities then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Securities into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Securities been converted into Common Stock immediately prior to such Business Combination. If, as a result of In the Merger Event, each share event holders of Common Stock is converted into have the right opportunity to receive more than a single type elect the form of consideration (determined based to be received in part upon any form of stockholder election)such Business Combination, then the Reference Property into which the Securities will be convertible will be deemed to be into the weighted average of the types kind and amounts amount of consideration received by the holders of the Common Stock that affirmatively make such an election. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.074.10. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person4. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article 3 hereof. Failure to deliver such notice Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Securities into shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: (i) any recapitalization or recapitalization, reclassification of, or change of, of the outstanding shares of Common Stock (other than changes resulting a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);, (ii) a any merger, consolidation, merger statutory share exchange or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange; in each case with another corporation as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock, or (iii) any sale, conveyance or lease of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such event, a “Merger Event”), then at the effective time of such Merger EventCommon Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, the right to convert a each Security will shall be changed into a right to convert such Security as set forth in this Indenture convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to which such Merger Event Holder would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. Ifrecapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as a result to the kind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance (provided that, if the Merger Eventkind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance is not the same for each share of Common Stock is converted into the right to receive more than a single type in respect of consideration which such rights of election shall not have been exercised (determined based in part upon any form of stockholder election“Non-Electing Share”), then for the Reference Property into which purposes of this Section 12.11 the Securities will be convertible will kind and amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance for each Non-Electing Share shall be deemed to be the weighted average kind and amount so receivable per share by a plurality of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person12. If, in the case of any such recapitalization, reclassification, change, merger, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, combination, sale or conveyance, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 11 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary RegistrarRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive recapitalizations, reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 4.07 12.11 applies to any Merger Eventevent or occurrence, Section 4.04 12.4 hereof shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, of the Company’s Common Stock (other than changes resulting from a subdivision or combination); (ii) a any consolidation, merger or combination involving the Company; or; (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange; in each case of clauses (i) — (iv) as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at and after the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, (i) upon conversion, the right Settlement Amount will continue to convert a Security be paid solely in cash; provided, however, (a) that the Daily VWAP will be changed into calculated based on the value of a right to convert such Security as set forth in this Indenture into unit of the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder Holder of a number of shares one share of Common Stock equal to the Conversation Rate immediately prior to such Merger Event transaction would have owned or been entitled to receive upon the occurrence of such Merger Event (the “Reference Property”), and (b) upon such Merger Event. If, as a result for purposes of the foregoing, if the Merger Event, each share of Event causes the Common Stock is to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) (a “Mixed Consideration Transaction”), then the “Reference Property into which the Securities will be convertible Property” will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party , and (ii) the Initial Dividend Threshold will subject to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be adjustment as nearly equivalent as may be practicable to the adjustments provided for described in this Article 4 in the judgment of the Board of Directors clause (x), clause (y) or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets clause (including cash or any combination thereofz) of a Person other than the successor or purchasing Personbelow, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or a combination);, (ii) a consolidation, merger or combination involving the Company; or, (iii) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries; or Company, other than one or more of the Company’s subsidiaries, or (iv) any statutory share exchange; , Table of Contents in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Notes then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Notes been converted into Common Stock immediately prior to such Business Combination, except that such Holders will not receive the Make Whole Premium if such Holder does not convert its Notes “in connection with” the relevant Fundamental Change. If, as a result A conversion of the Merger Event, each share Notes by a Holder will be deemed for these purposes to be “in connection with” a Fundamental Change if the notice of such conversion is provided in compliance with Section 10.02(a) to the Conversion Agent on or subsequent to the date 10 Trading Days prior to the date announced by the Company as the anticipated Fundamental Change Effective Date but before the close of business on the Business Day immediately preceding the related Fundamental Change Purchase Date. In the event holders of Common Stock is converted into have the right opportunity to receive more than a single type elect the form of consideration (determined based to be received in part upon any form of stockholder election)such Business Combination, then the Reference Property into which the Securities Notes will be convertible will be deemed to be into the weighted average of the types kind and amounts amount of consideration received by the holders of the Common Stock that affirmatively make made such an election. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.0710.10. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person4. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained Notes as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article 3 hereof. Failure to deliver such notice Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Notes into shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: (i) any recapitalization or recapitalization, reclassification of, or change of, of the outstanding shares of Common Stock (other than changes resulting a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);, (ii) a any merger, consolidation, merger statutory share exchange or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange; in each case with another corporation as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock or (iii) any combination thereofsale, conveyance or lease of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) (any with respect to or in exchange for such event, a “Merger Event”), then at the effective time of such Merger EventCommon Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, the right to convert a each Security will shall be changed into a right to convert such Security as set forth in this Indenture convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash or any combination thereofcash) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to which such Merger Event Holder would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. Ifrecapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as a result to the kind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance (provided that, if the Merger Eventkind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance is not the same for each share of Common Stock is converted into the right to receive more than a single type in respect of consideration which such rights of election shall not have been exercised (determined based in part upon any form of stockholder election“Non-Electing Share”), then for the Reference Property into which purposes of this Section 12.11 the Securities will be convertible will kind and amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance for each Non-Electing Share shall be deemed to be the weighted average kind and amount so receivable per share by a plurality of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person12. If, in the case of any such recapitalization, reclassification, change, merger, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, combination, sale or conveyance, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Purchase Rights set forth in Article 11 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary RegistrarRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive recapitalizations, reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 4.07 12.11 applies to any Merger Eventevent or occurrence, Section 4.04 12.4 hereof shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, the of shares of Common Stock issuable upon exchange of the Notes (other than changes resulting from a change as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 14.03); (ii) a any consolidation, merger or combination involving the CompanyGuarantor with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock; or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company Guarantor and its Subsidiaries; or (iv) Subsidiaries to any statutory share exchange; in each case other Person as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash or any combination thereofof the foregoing) with respect to or in exchange for such Common Stock, (any such event, a “Merger Event”)) then, then at the effective time of such the Merger Event, the Company Guarantor or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will Notes shall be changed into a right to convert such Security as set forth in this Indenture into exchangeable for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofof the foregoing) that receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale or conveyance (the “Reference Property”) by a holder of a number of shares of Common Stock equal issuable upon exchange for such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversation Rate exchange all such Notes) immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. IfHowever, as a result at and after the effective time of the Merger Event, each (A) the Issuer shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, as set forth in Section 14.02 and (B)(1) any amount payable in cash upon exchange of the Notes as set forth in Section 14.02 will continue to be payable in cash, (2) any shares of Common Stock that the Issuer would have been required to deliver upon exchange of the notes as set forth in Section 14.02 will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such transaction and (3) VWAP will be calculated based on the value of the amount and kind of Reference Property that a holder of one share of Common Stock is converted into would have received in such transaction. If the Merger Event causes Common Stock to be exchanged for the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into for which the Securities Notes will be convertible will exchangeable shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person14. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereofof the foregoing) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Note Register maintained by the Primary Note Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 14.05 shall similarly apply to successive recapitalizations, reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If . (b) The Guarantor shall not become a party to any such transaction unless its terms are consistent with this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply14.05.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (ia) any recapitalization or recapitalization, reclassification of, or change of, the of Common Stock (other than changes resulting from a subdivision or combination); (iib) a any consolidation, merger or combination involving the Company; or; (iiic) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (ivd) any statutory share exchange; in each case of clauses (a) — (d) as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, for stock, other securities, securities or other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then then, at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right of a Holder to convert a Security Note will be changed into a right to convert such Security Note as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”,” with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event. IfHowever, as a result at and after the effective time of the Merger EventEvent (x) the amount otherwise payable in cash upon conversion of the Notes as set forth in Section 14.05 will continue to be payable in cash, each share (y) the number of shares of Common Stock is otherwise deliverable upon conversion of the Notes as set forth in Section 14.05 will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Merger Event and (z) the Daily VWAP will be calculated based on the value of a unit of Reference Property. If the Merger Event causes the Common Stock to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an electionelection and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.0714.09. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 14 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 14.09 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 14.09 applies to any Merger Event, Section 4.04 14.06 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (other than changes resulting from a subdivision or combination); (ii) a any consolidation, merger or combination involving the Company; or; (iii) a any sale, lease or other transfer to a third party of all or substantially all any other Person of the consolidated assets of the Company and its Subsidiariesthe Company’s Subsidiaries substantially as an entirety; or (iv) any statutory share exchange; , in each case as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventthen, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Eventthe transaction, the right to convert a Security will each $1,000 Principal Amount of Securities shall be changed into a right to convert such Security as set forth in this Indenture principal amount of Securities into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Conversion Rate immediately prior to such Merger Event transaction would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. Iftransaction, as with each “unit of Reference Property” meaning the kind and amount of Reference Property that a result holder of the Merger Event, each one share of Common Stock is entitled to receive upon such transaction. In such a case, any increase in the Conversion Rate by the Additional Shares as described in Section 7.06 will not be payable in Additional Shares (or cash and Additional Shares), but will represent a right to receive the aggregate amount of cash, securities and other property into which the Additional Shares would convert in the transaction from the surviving entity (or a direct or indirect parent thereof). However, at and after the effective time of such transaction, (x) any amount otherwise payable in cash upon conversion of the Securities pursuant to Section 7.02 shall continue to be payable in cash, (y) the number of shares of Common Stock otherwise deliverable upon conversion of the Securities pursuant to Section 7.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such transaction and (z) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the transaction causes the Common Stock to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Securities will be convertible will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. The Company shall not enter into any agreement to become a party to any such Merger Event a transaction unless its the terms of the transaction are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets 7.07. (including cash or any combination thereofb) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassificationstransactions described in Section 7.07(a). (c) In connection with any adjustment to the Conversion Rate described in Section 7.07(a), changes, consolidations, mergers, combinations, sales the Initial Dividend Threshold shall be adjusted based on the number of shares of Common Stock comprising the Reference Property and conveyances(if applicable) the value of any non-stock consideration comprising the Reference Property. If this Section 4.07 applies to any Merger Eventthe Reference Property is comprised solely of non-stock consideration, Section 4.04 shall not applythe Initial Dividend Threshold will be zero.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (ia) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Shares, other than changes resulting from a subdivision or a combination);, (iib) a consolidation, merger amalgamation, merger, arrangement or combination involving the Company; orIssuer, (iiic) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Issuer, other than one or more of the Issuer’s Subsidiaries; , or (ivd) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stockShares are entitled to receive shares, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Shares, the Company Issuer or the successor or purchasing Personcorporation, as the case may be, shall execute with enter into an amendment to the Trustee a supplemental indenture Debentures (which shall comply with the Trust Indenture Act Applicable Laws as in force at the date of execution of such supplemental indentureamendment) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Debentures then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Debentures into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Debentures been converted into Common Shares immediately prior to such Business Combination. If, as a result of In the Merger Event, each share event holders of Common Stock is converted into Shares have the right opportunity to receive more than a single type elect the form of consideration (determined based to be received in part upon any form of stockholder election)such Business Combination, then the Reference Property into which the Securities Debentures will be convertible will be deemed to be into the weighted average of the types kind and amounts amount of consideration received by the holders of the Common Stock Shares that affirmatively make such an election. The Company shall Issuer may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.07section 7.5. Such supplemental indenture amendment to the Debentures shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person7. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of Common Stock Shares includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture amendment to the Debentures shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained Debentures as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article 3 hereof. Failure to deliver such notice Notwithstanding anything contained in this section, and for the avoidance of doubt, this section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Debentures into Common Shares prior to the effective date of the Business Combination in accordance with the terms of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applyDebenture.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of (a) In the following events occurcase of: (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (other than changes resulting from a subdivision or combinationcombination or change only in par value or from par value to no par value or no par value to par value); (ii) a any consolidation, merger or combination involving the Company; or; (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (iv) any statutory share exchange; , and, in each case case, as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed intorepresent solely the right to receive, stock, other securities, other property or assets (including cash or any combination thereof) (such stock, other securities, other property or assets, the “Reference Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such transaction, a “Reference Property Unit”), then, notwithstanding anything to the contrary herein or in the Notes, (I) at the effective time of such transaction, the Conversion Consideration due upon conversion of any Notes, and the conditions to any such eventconversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 7 were instead a reference to the same number of Reference Property Units; and (II) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions whose Conversion Date occurs on or after the effective date of the Merger Event and shall pay the cash due upon such conversions no later than the third Business Day after the relevant Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). An event requiring a change to the Conversion Consideration as provided in the immediately preceding sentence is herein referred to as a “Merger Event”),” and the resulting, then at surviving or transferee Person (if other than the Company) of such Merger Event is the Successor Person. At or before the effective time date of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall and such Successor Person will execute with and deliver to the Trustee a supplemental indenture pursuant to Article 6 hereof, which supplemental indenture will (which shall comply with i) provide for subsequent conversions of Notes in the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as manner set forth in the first sentence of this Indenture into the kind Section 7.07(a); and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofii) that a holder of a number of shares of Common Stock equal provide for subsequent adjustments to the Conversation Conversion Rate prior pursuant to such Merger Event Section 7.04 in a manner that would have owned or been entitled an economic effect on the Holders as nearly equivalent as practicable to receive (the “Reference Property”) upon economic effect the adjustments provided by Section 7.04 hereof would have had on the Holders but for such Merger Event. If, as a result If the Reference Property consists of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election), then the composition of the Reference Property into which the Securities will be convertible Unit will be deemed to be the weighted average average, per share of Common Stock, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment notify Holders of the Board of Directors or the board of directors of the successor Personweighted average as soon as practicable after such determination is made. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, If the Reference Property receivable thereupon by Unit for a holder of Common Stock Merger Event includes shares of stock, stock or other securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in Successor Person for such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeMerger Event, then such other company will also execute such supplemental indenture shall also and such supplemental indenture will contain whatever additional provisions the Board of Directors considers to be executed by reasonably necessary to protect the Holders and to calculate the value of a Reference Property Unit. (b) As soon as practicable upon learning the anticipated or actual effective date of any Merger Event, the Company will deliver written notice of such other PersonMerger Event to each Holder and the Trustee. The Such notice will include: (i) a brief description of such Merger Event; (ii) the Conversion Rate in effect on the date the Company shall delivers such notice; (iii) the anticipated effective date for the Merger Event; (iv) that, on and after the effective date for the Merger Event, the Notes will be convertible into Reference Property Units and cash in lieu of fractional Reference Property Units; and (v) the composition of the Reference Property Unit for such Merger Event. As promptly as practicable after executing a supplemental indenture in accordance with Section 7.07(a), the Company will: (i) file with the Trustee an Officers’ Certificate briefly describing the reasons therefor, the composition of the Reference Property Unit for such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent under this Indenture to such Merger Event have been complied with; and (ii) cause to be sent to each Holder a notice of the execution of such supplemental indenture to be mailed to each Holder, at and the address of such Holder as it appears on the register composition of the Securities maintained by Reference Property Unit for such Merger Event; provided, that the Primary Registrar, within 20 days after execution thereof. Failure failure to deliver such notice shall to any Holder will not affect the validity or legality or validity of such supplemental indenture. The above provisions of . (c) If more than one Merger Event occurs, this Section 4.07 shall similarly 7.07 will apply successively to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any each Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of (a) In the following events occurcase of: (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (other than changes resulting from a subdivision or combinationcombination or change only in par value or from par value to no par value or no par value to par value); (ii) a any consolidation, merger or combination involving the Company; or; (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (iv) any statutory share exchange; , and, in each case case, as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed intorepresent solely the right to receive, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventstock, other securities, other property or assets, the "Reference Property," and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such transaction, a “Merger Event”"Reference Property Unit"), then then, notwithstanding anything to the contrary herein or in the Notes, (I) at the effective time of such transaction, the Conversion Consideration due upon conversion of any Notes, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 9 were instead a reference to the same number of Reference Property Units; and (II) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions whose Conversion Date occurs on or after the effective date of the Merger Event and shall pay the cash due upon such conversions no later than the second Business Day after the relevant Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). An event requiring a change to the Conversion Consideration as provided in the immediately preceding sentence is herein referred to as a "Merger Event," and the resulting, surviving or transferee Person (if other than the Company) of such Merger Event is the Successor Person. At or before the effective date of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall and such Successor Person will execute with and deliver to the Trustee a supplemental indenture pursuant to Section 8.03 hereof and Section 5.01 of the Base Indenture, which supplemental indenture will (which shall i) comply with the Trust Indenture Act TIA as in force at on the date of execution of such supplemental indentureindenture is executed; (ii) providing that at and after provide for subsequent conversions of Notes in the effective time of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as manner set forth in the first sentence of this Indenture into the kind Section 9.07(a); and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofiii) that a holder of a number of shares of Common Stock equal provide for subsequent adjustments to the Conversation Conversion Rate prior pursuant to such Merger Event Section 9.04 in a manner that would have owned or been entitled an economic effect on the Holders as nearly equivalent as practicable to receive (the “Reference Property”) upon economic effect the adjustments provided by Section 9.04 hereof would have had on the Holders but for such Merger Event. If, as a result If the Reference Property consists of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election), then the composition of the Reference Property into which the Securities will be convertible Unit will be deemed to be the weighted average average, per share of Common Stock, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment notify Holders of the Board of Directors or the board of directors of the successor Personweighted average as soon as practicable after such determination is made. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, If the Reference Property receivable thereupon by Unit for a holder of Common Stock Merger Event includes shares of stock, stock or other securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in Successor Person for such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeMerger Event, then such other company will also execute such supplemental indenture shall also and such supplemental indenture will contain whatever additional provisions the Board of Directors considers to be executed by reasonably necessary to protect the Holders and to calculate the value of a Reference Property Unit. (b) As soon as practicable upon learning the anticipated or actual effective date of any Merger Event, the Company will deliver written notice of such other PersonMerger Event to each Holder and the Trustee. The Such notice will include: (i) a brief description of such Merger Event; (ii) the Conversion Rate in effect on the date the Company shall delivers such notice; (iii) the anticipated effective date for the Merger Event; (iv) that, on and after the effective date for the Merger Event, the Notes will be convertible into Reference Property Units and cash in lieu of fractional Reference Property Units; and (v) the composition of the Reference Property Unit for such Merger Event. As promptly as practicable after executing a supplemental indenture in accordance with Section 9.07(a), the Company will: (i) file with the Trustee an Officer's Certificate briefly describing the reasons therefor, the composition of the Reference Property Unit for such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent under this Indenture to such Merger Event have been complied with; and (ii) cause to be sent to each Holder a notice of the execution of such supplemental indenture to be mailed to each Holder, at and the address of such Holder as it appears on the register composition of the Securities maintained by Reference Property Unit for such Merger Event; provided, that the Primary Registrar, within 20 days after execution thereof. Failure failure to deliver such notice shall to any Holder will not affect the validity or legality or validity of such supplemental indenture. The above provisions of . (c) If more than one Merger Event occurs, this Section 4.07 shall similarly 9.07 will apply successively to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any each Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: (i) any recapitalization or recapitalization, reclassification of, or change of, of the outstanding shares of Common Stock (other than changes resulting a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);, (ii) a any merger, consolidation, merger statutory share exchange or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange; in each case with another corporation as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock or (iii) any combination thereofsale, conveyance or lease of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) (any with respect to or in exchange for such event, a “Merger Event”), then at the effective time of such Merger EventCommon Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, the right to convert a each Security will shall be changed into a right to convert such Security as set forth in this Indenture convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash or any combination thereofcash) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to which such Merger Event Holder would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. Ifrecapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as a result to the kind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance (provided that, if the Merger Eventkind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance is not the same for each share of Common Stock is converted into the right to receive more than a single type in respect of consideration which such rights of election shall not have been exercised (determined based in part upon any form of stockholder election“Non-Electing Share”), then for the Reference Property into which purposes of this Section 12.11 the Securities will be convertible will kind and amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance for each Non-Electing Share shall be deemed to be the weighted average kind and amount so receivable per share by a plurality of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person12. If, in the case of any such recapitalization, reclassification, change, merger, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, combination, sale or conveyance, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 11 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary RegistrarRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive recapitalizations, reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 4.07 12.11 applies to any Merger Eventevent or occurrence, Section 4.04 12.4 hereof shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or a combination);, (ii) a consolidation, merger or combination involving the Company; or, (iii) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries; Company, other than one or more of the Company’s subsidiaries, or (iv) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Notes then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Notes been converted into Common Stock immediately prior to such Business Combination, except that such Holders will not receive the Make Whole Premium if such Holder does not convert its Notes “in connection with” the relevant Fundamental Change. If, as a result A conversion of the Merger Event, each share Notes by a Holder will be deemed for these purposes to be “in connection with” a Fundamental Change if the notice of such conversion is provided in compliance with Section 10.02(a) to the Conversion Agent on or subsequent to the date 10 Trading Days prior to the date announced by the Company as the anticipated Fundamental Change Effective Date but before the close of business on the Business Day immediately preceding the related Fundamental Change Purchase Date. In the event holders of Common Stock is converted into have the right opportunity to receive more than a single type elect the form of consideration (determined based to be received in part upon any form of stockholder election)such Business Combination, then the Reference Property into which the Securities Notes will be convertible will be deemed to be into the weighted average of the types kind and amounts amount of consideration received by the holders of the Common Stock that affirmatively make made such an election. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.0710.10. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person4. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained Notes as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article 3 hereof. Failure to deliver such notice Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Notes into shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occurs (each, a “Business Combination”): (ia) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Shares, other than changes resulting from a subdivision or a combination); (iib) a consolidation, merger amalgamation, merger, arrangement or combination involving the Company; orIssuer; (iiic) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Issuer, other than one or more of the Issuer’s Subsidiaries; or (ivd) any statutory share exchange; exchanges, in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stockShares are entitled to receive shares, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Shares, the Company Issuer or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture Supplemental Indenture (which shall comply with the Trust Indenture Act applicable Laws as in force at the date of execution of such supplemental indentureSupplemental Indenture) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Debentures then Outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Debentures into the kind and amount of shares of stockshares, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive upon such Business Combination had such Debentures been converted into Common Shares immediately prior to such Business Combination. Notwithstanding the foregoing, if Holders would otherwise be entitled to receive, upon conversion of the Debentures, any property (including cash) or securities that would not constitute “prescribed securities” for the purpose of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied on December 31, 2007 (referred to herein as “Reference PropertyIneligible Consideration”), such Holders shall not be entitled to receive such Ineligible Consideration, but rather will be entitled to receive “prescribed securities” for the purpose of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied on December 31, 2007 having a fair market value equal to the fair market value of such Ineligible Consideration. However, the Issuer shall have the right (at the sole option of the Issuer) to satisfy its obligation to deliver such “prescribed securities” by delivering either such Ineligible Consideration or other consideration (“other consideration”) upon such Merger Event. If, as a result consisting of “prescribed securities” of the Merger EventIssuer for the purpose of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied on December 31, each share 2007, provided that such other consideration (i) has a market value on the date of delivery (as conclusively determined by the Board of Directors based on a VWAP formula analogous to the formula for determining Current Market Price) equal to the market value on such date of such Ineligible Consideration, (ii) is Freely Tradable, fully paid and non-assessable and free of any Lien or adverse claim, and (iii) is listed for trading on a Recognized Stock Exchange. In the event holders of Common Stock is converted into Shares have the right opportunity to receive more than a single type elect the form of consideration (determined based to be received in part upon any form of stockholder election)such Business Combination, then the Reference Property into which the Securities Debentures will be convertible will be deemed to be into the weighted average of the types kind and amounts amount of consideration received by the holders of the Common Stock Shares that affirmatively make such an election. This provision is subject to the notwithstanding clause in the preceding paragraph. The Company shall Issuer may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.07section 8.5. Such supplemental indenture Supplemental Indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person8. If, in the case of any such recapitalizationBusiness Combination, reclassification, change, consolidation, merger, combination, sale, leasethe shares, other transfer or statutory share exchangesecurities, the Reference Property other property and assets receivable thereupon by a holder of Common Stock Shares includes shares of stockshares, securities or other securities, other property or assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture Supplemental Indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained Debentures as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article 4 hereof. Failure to deliver such notice Notwithstanding anything contained in this section, and for the avoidance of doubt, this section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Debentures into Common Shares prior to the effective date of the Business Combination in accordance with the terms of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales Indenture and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe Debentures.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i1) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or combination)a combination or change in par value; (ii2) a consolidation, merger or combination involving the Company; or; (iii3) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Company, other than one or more of the Company’s Subsidiaries; or (iv4) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company Company, or the successor such successor, purchasing or purchasing transferee Person, as the case may be, shall execute with and deliver to the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time Debentureholders of such Merger Event, the right to convert a Security Debentures then outstanding will be changed into a right entitled thereafter to convert such Security Debentures as set forth provided in this Indenture into Article 15, except that (x) in lieu of delivering any share of Common Stock that the Company would otherwise have been required to deliver pursuant to this Article 15, the Company will instead deliver the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that which a holder of one share of Common Stock would have been entitled to receive in exchange for such share of Common Stock upon such Business Combination and (y) each of the Closing Price of Common Stock and Volume Weighted Average Price of Common Stock will be determined based on the value of such kind and amount of shares of stock, other securities or other property or assets instead of on the value of one share of Common Stock. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such Business Combination, the kind and amount of shares of stock, other securities or other property or assets (including any cash or combination thereof) which a number holder of one share of Common Stock would have been entitled to receive in exchange for such share of Common Stock upon such Business Combination shall be based on the weighted average of the elections made by the holders of shares of Common Stock equal to the Conversation Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that who affirmatively make such an election. The Company shall provide notice of any such weighted average of elections by posting notice with the Depositary and providing a copy of such notice to the Trustee. The Company may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.0715.11. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person15. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person other than the successor successor, purchasing or purchasing transferee Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company Person and shall cause notice contain such additional provisions to protect the interests of the execution Debentureholders as the Board of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Directors shall reasonably consider necessary by reason of the Securities maintained by foregoing, including to the Primary Registrarextent practicable the provisions providing for the repurchase rights set forth in Section 3.05 hereof. Notwithstanding anything contained in this Section, within 20 days after execution thereof. Failure to deliver such notice and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Debentureholder to convert its Debentures into cash and, to the extent applicable, shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, the of shares of Common Stock issuable upon exchange of the Notes (other than changes resulting from a change as a result of a subdivision or combinationcombination or change in par value); (ii) a any consolidation, merger or combination involving the CompanyCompany with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock; or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) Subsidiaries to any statutory share exchange; in each case other Person as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash or any combination thereofof the foregoing) with respect to or in exchange for such Common Stock, (any such event, a “Merger Event”)) then, then at the effective time of such the Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will Notes shall be changed into a right to convert such Security as set forth in this Indenture into exchangeable for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofof the foregoing) that receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale or conveyance (the “Reference Property”) by a holder of a number of shares of Common Stock equal issuable upon exchange for such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversation Rate exchange all such Notes) immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. IfHowever, as a result at and after the effective time of the Merger Event, each (a) the Issuer shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, as set forth in Section 13.02 and (B)(1) any amount payable in cash upon exchange of the Notes as set forth in Section 13.02 will continue to be payable in cash, (2) any shares of Common Stock that the Issuer would have been required to deliver upon exchange of the Notes as set forth in Section 13.02 will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such transaction and (3) VWAP will be calculated based on the value of the amount and kind of Reference Property that a holder of one share of Common Stock is converted into would have received in such transaction. If the Merger Event causes Common Stock to be exchanged for the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into for which the Securities Notes will be convertible will exchangeable shall be deemed to be (x) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such election or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of Common Stock. The Company shall not become a party to In connection with any such Merger Event unless its terms are consistent with transaction described in this Section 4.0713.05 the Issuer shall also adjust the Dividend Threshold based on the ratio of the value of the shares of common stock, if any, comprising the Reference Property to the value of any non-stock consideration comprising the Reference Property. If the Reference Property is composed solely of non-stock consideration, the Dividend Threshold will be zero. Such supplemental indenture shall providing that the Notes will be exchangeable into Reference Property will also provide for antidilution and other adjustments which shall be that are as nearly equivalent as may be practicable possible to the adjustments provided for in described under this Article 4 13. If the Reference Property in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case respect of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock transaction includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person company other than the Company or the successor or purchasing Personcorporation, as the case may be, in such recapitalizationtransaction, reclassificationsuch other company will also execute such supplemental indenture, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then and such supplemental indenture shall also be executed will contain such additional provisions to protect the interests of the Holders, including the right of Holders to requirethe Issuer to repurchase their Notes upon a Fundamental Change as described under Section 3.02, as the Board of Directors or committee thereof reasonably considers necessary by such other Personreason of the foregoing. The Company Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Note Register maintained by the Primary Note Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 13.05 shall similarly apply to successive recapitalizations, reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If . (b) Neither the Company nor the Issuer shall become a party to any such transaction unless its terms are consistent with this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply13.05.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, the of shares of Common Stock issuable upon conversion of the Notes (other than changes resulting from a subdivision or combination); (ii) a any consolidation, merger or combination involving the Company; or; (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries; or (iv) Subsidiaries to any other Person or any statutory share exchange; , in each case of clauses (i) - (iii) as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventtransaction, the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the Notes shall be convertible into (and after thereafter the effective time Notes shall be convertible into) (x) cash in an amount equal to the portion of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as set forth Settlement Amount comprised of cash in this Indenture into the kind accordance with Section 4.03; and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofy) that a holder of a number in lieu of shares of Common Stock equal to otherwise deliverable, if any, the Conversation Rate prior to same type (in the same proportions) of consideration received by a holder of Common Stock in connection with such Merger Event would have owned recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or been entitled to receive share exchange (the collectively, “Reference Property”) upon ). After the effective time of any such Merger Event. Iftransaction, as a result the amount of cash and Reference Property, if any, Holders of the Merger Event, each Notes shall receive shall be determined based on the Daily Settlement Amounts calculated with respect to a unit comprised of the amount of Reference Property received by a holder of one share of Common Stock is in such transaction, the Daily VWAP of such unit of Reference Property and the Conversion Rate, as described in Section 4.03 (as if such unit of Reference Property were a share of Common Stock). If the transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form from of stockholder election), then the Reference Property into which the Securities Notes will be convertible will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or of the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, leaselease or other transfer, other transfer or statutory share exchangethe stock, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary Security Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Eventevent or occurrence, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: (i) any recapitalization or recapitalization, reclassification of, or change of, of the outstanding shares of Common Stock (other than changes resulting a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);, (ii) a any merger, consolidation, merger statutory share exchange or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange; in each case with another corporation as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock or (iii) any combination thereofsale, conveyance or lease of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) (any with respect to or in exchange for such event, a “Merger Event”), then at the effective time of such Merger EventCommon Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, the right to convert a each Security will shall be changed into a right to convert such Security as set forth in this Indenture convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash or any combination thereofcash) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to which such Merger Event Holder would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. Ifrecapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such recapitalization, reclassification, change, merger, consolidation, statutory share ex- change, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as a result to the kind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance (provided that, if the Merger Eventkind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance is not the same for each share of Common Stock is converted into the right to receive more than a single type in respect of consideration which such rights of election shall not have been exercised (determined based in part upon any form of stockholder election“Non-Electing Share”), then for the Reference Property into which purposes of this Section 12.11 the Securities will be convertible will kind and amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance for each Non-Electing Share shall be deemed to be the weighted average kind and amount so receivable per share by a plurality of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person12. If, in the case of any such recapitalization, reclassification, change, merger, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, combination, sale or conveyance, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 11 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary RegistrarRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive recapitalizations, reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 4.07 12.11 applies to any Merger Eventevent or occurrence, Section 4.04 12.4 hereof shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or reclassification of, or change of, of the Common Stock (other than changes resulting from a subdivision or combination)Stock; (ii) a consolidation, merger merger, combination or combination binding share exchange involving the Company; or (iii) a sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated assets of the Company Company’s property and its Subsidiariesassets; or (ivany event as set forth in clauses (i), (ii), or (iii) any statutory share exchange; above a “Merger Event”) in each case as a result case, in which holders of which the Common Stock would be converted intoentitled to receive cash, securities or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets for their shares of the Common Stock (including cash or any combination thereof) (any such event, a “Merger EventReference Property”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, Holders shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right be entitled thereafter to convert a Security will be changed into a right to convert such Security as set forth in this Indenture their Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of the Common Stock equal to the Conversation Conversion Rate immediately prior to such Merger Event transaction would have owned or been entitled to receive upon such transaction; provided, however, that at and after the effective time of the Merger Event the Settlement Amount shall be calculated and settled in accordance with Section 4.03 (including the “Company’s right to elect a settlement method as described therein) such that (i) any amount payable in cash upon conversion of the Notes as set forth under Section 4.03 shall continue to be payable as set forth in Section 4.03, (ii) the number of shares of Common Stock deliverable upon conversion of the Notes under Section 4.03, if any, shall be instead deliverable in the amount and type of Reference Property”Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event and (iii) upon the Daily VWAP shall be calculated based on the value of a unit of Reference Property that a holder of one share of Common Stock would have been entitled to receive in such Merger Event. If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities will Notes shall be convertible will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (y) the unit of Reference Property for purposes of this Section 4.07 shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. The Company shall notify Holders of such weighted average as soon as practicable after such determination is made. (b) The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (ia) any recapitalization or recapitalization, reclassification of, or change of, the of Common Stock Units (other than changes resulting from a subdivision unit split or unit combination); (iib) a any consolidation, merger or combination involving the Company; orMLP; (iiic) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company MLP and its SubsidiariesSubsidiaries substantially as an entirety; or (ivd) any statutory share unit exchange; in each case of clauses (a) through (d) as a result of which the Common Stock Units would be converted into, or exchanged for, or would be reclassified or changed into, for stock, other securities, securities or other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then then, at the effective time of such Merger Event, the Company MLP or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right of a Holder to convert exchange a Security Note will be changed into a right to convert exchange such Security Note as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock Units equal to the Conversation Rate prior to number of Common Units that would have been issued in exchange for such Note (taking into account principal and interest) on the record date for such Merger Event at the Exchange Rate such Holder would have owned or been entitled to receive upon such Merger Event (the “Reference Property”) upon such Merger Event,” with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one Common Unit is entitled to receive). IfHowever, as a result at and after the effective time of the Merger EventEvent (x) the amount otherwise payable in cash upon an exchange of the Notes as set forth in Section 13.02 will continue to be payable in cash, each share (y) the number of Common Stock is Units otherwise deliverable upon exchange of the Notes as set forth in Section 13.02 will instead be deliverable in the amount and type of Reference Property that a holder of that number of Common Units would have received in such Merger Event and (z) the Daily VWAP will be calculated based on the value of a unit of Reference Property. If the Merger Event causes the Common Units to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities Notes will be convertible exchangeable will be deemed to be the weighted average of the types and amounts of consideration received by the holders of the Common Stock Units that affirmatively make such an electionelection and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one Common Unit. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.0713.06. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 13 in the reasonable good faith judgment of the Board of Directors or the board of directors of the successor PersonPerson certified by the Company in an Officers’ Certificate. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock Units includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed sent in accordance with Section 12.02 to each HolderHolder (with a copy to the Trustee, the Notes Administrator and the Exchange Agent), at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 13.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 13.06 applies to any Merger Event, Section 4.04 13.03 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, the of shares of Common Stock issuable upon exchange of the Notes (other than changes resulting from a change as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 13.06); (ii) a any consolidation, merger or combination involving the CompanyGuarantor with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock; or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company Guarantor and its Subsidiaries; or (iv) Subsidiaries to any statutory share exchange; in each case other Person as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash or any combination thereofof the foregoing) with respect to or in exchange for such Common Stock, (any such event, a “Merger Event”)) then, then at the effective time of such the Merger Event, the Company Guarantor or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will Notes shall be changed into a right to convert such Security as set forth in this Indenture into exchangeable for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofof the foregoing) that receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale or conveyance (the “Reference Property”) by a holder of a number of shares of Common Stock equal issuable upon exchange for such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversation Rate exchange all such Notes) immediately prior to such Merger Event would have owned recapitalization, reclassification, change, consolidation, merger, combination, sale or been entitled to receive (conveyance. However, at and after the “Reference Property”) upon effective time of such Merger Event. If, as a result any amount otherwise payable in cash upon exchange of the Notes pursuant to Section 13.11 will continue to be payable in cash and the Daily Exchange Value will be calculated based on the value of the Reference Property. If the Merger Event, each share of Event causes Common Stock is converted into to be exchanged for the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into for which the Securities Notes will be convertible will exchangeable shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person13. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereofof the foregoing) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Note Register maintained by the Primary Note Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 13.13 shall similarly apply to successive recapitalizations, reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (b) If this a Holder elects to exchange Notes in connection with a Designated Event that results in delivery of Reference Property to the Holders, any increase in the Exchange Rate by Additional Designated Event Shares as set forth in Section 4.07 applies 13.12 shall not be payable in shares of Common Stock, but shall represent a right to receive the aggregate amount of Reference Property into which the Additional Designated Event Shares would convert in the transaction from the surviving entity (or an indirect or direct parent thereof). (c) In connection with any Merger Event, the Reference Dividend shall be subject to adjustment as described in clause (i), clause (ii) or clause (iii) below, as the case may be: (i) In the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is comprised entirely of shares of common stock (the “Merger Common Stock”), the Reference Dividend at and after the effective time of such Merger Event will be equal to (x) the Reference Dividend immediately prior to the effective time of such Merger Event, divided by (y) the number of shares of Merger Common Stock that a holder of one share of Common Stock would receive in such Merger Event (such quotient rounded down to nearest cent). (ii) In the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is comprised in part of shares of Merger Common Stock, the Reference Dividend at and after the effective time of such Merger Event will be equal to (x) the Reference Dividend immediately prior to the effective time of such Merger Event, multiplied by (y) the Merger Valuation Percentage for such Merger Event (such quotient rounded down to nearest cent). (iii) For the avoidance of doubt, in the case of a Merger Event in which the Reference Property (determined, as appropriate, pursuant to subsection (a) above and excluding any dissenters’ appraisal rights) is comprised entirely of consideration other than shares of common stock, the Reference Dividend at and after the effective time of such Merger Event will be equal to zero. (d) For purposes of subsection (c) of this Section 4.04 13.13, the following terms shall not apply.have the following meanings:

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occuroccur (each, a “Business Combination”), namely: (ia) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or a combination);, (iib) a consolidation, merger or combination involving the Company; , or (iiic) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries; Company, or (ivd) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Securities then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Securities into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Securities been converted into Common Stock immediately prior to such Business Combination. If, as a result of In the Merger Event, each share event holders of Common Stock is converted have the opportunity to elect the form of consideration to be received in such Business Combination, the Company shall make adequate provision whereby the Holders of the Securities shall have a reasonable opportunity to determine the form of consideration into which all of the right to receive more than Securities, treated as a single type of consideration (determined based in part upon any form of stockholder election)class, then the Reference Property into which the Securities will shall be convertible will from and after the effective date of such Business Combination. Such determination shall be deemed to be (i) based on the weighted average of elections made by Holders of the types and amounts Securities who participate in such determination, (ii) subject to any limitations to which all of consideration received by the holders of the Common Stock that affirmatively make are subject, such an electionas pro-rata reductions applicable to any portion of the consideration payable in such Business Combination and (iii) conducted in such a manner as to be completed by the date which is the earliest of (a) the deadline for elections to be made by stockholders of the Company, and (b) two Trading Days prior to the anticipated effective date of the Business Combination. The Company shall not become provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders of the Securities (and the weighted average of elections), by issuing a party press release and providing a copy of such notice to any the Trustee. In the event the effective date of the Business Combination is delayed beyond the initially anticipated effective date, Holders of the Securities shall be given the opportunity to make subsequent similar determinations in regard to such Merger Event unless its terms are consistent with this Section 4.07delayed effective date. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor PersonXII. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article XI hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary RegistrarRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancesBusiness Combinations. The Company shall not become a party to any Business Combination unless its terms are consistent with the provisions of this Section 12.11. None of the provisions of this Section 12.11 shall affect the right of a Holder of Securities to convert its Securities into Common Stock prior to the effective date of a Business Combination. If this Section 4.07 12.11 applies to any Merger Eventevent or occurrence, Section 4.04 12.4 hereof shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, the of shares of Common Stock issuable upon conversion of the Securities (other than changes resulting from a subdivision or combination); (ii) a any consolidation, merger or combination involving the Company; or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries; or (iv) Subsidiaries to any other Person or any statutory share exchange; exchange in each case of clauses (i) – (iii) as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, for stock, other securities, securities or other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then then, at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Eventtransaction, the right of a Holder to convert a Security will be changed into a right to convert such Security as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Conversion Rate prior to such Merger Event transaction would have owned or been entitled to receive (the “Reference Property”) upon such Merger Eventtransaction. IfHowever, as a result at and after the effective time of the Merger Eventtransaction (x) the amount otherwise payable in cash upon conversion of the Securities as set forth in Section 5.03(c) will continue to be payable in cash, each (y) the number of shares of Common Stock otherwise deliverable upon conversion of the Securities as set forth in Section 5.03(b) or Section 5.03(c) will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such transaction and (z) the Daily VWAP will be calculated based on the value of a unit of Reference Property that a holder of one share of Common Stock is would have received in such transaction. If the transaction causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the Common Stock that affirmatively make such an electionStock. The Company shall not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person5.07. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Security Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 5.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 5.07 applies to any Merger Eventevent or occurrence, Section 4.04 5.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: : (i) any recapitalization or recapitalization, reclassification of, or change of, of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination); combination to which Section 12.04(a) applies) as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (ii) a any consolidation, merger or combination involving of the Company; or Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property (or any combination thereof) with respect to or in exchange for such Common Stock, or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) , as an entirety or substantially as an entirety, to, or any statutory share exchange; in each case exchange with, any other Person as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock (any such eventevent or transaction, a “Merger Reorganization Event”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture and with the provisions of Article 7 herein) providing that at and after the effective time of such Merger Event, the right to convert a each Security will shall be changed into a right to convert such Security as set forth in this Indenture convertible into the kind and amount of shares of or stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation applicable Conversion Rate prior to such Merger Reorganization Event would have owned or been entitled to receive (the “Reference Property”) upon in such Merger Reorganization Event. IfSuch supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12, Article 9 and Article 11 and the definition of Fundamental Change, as a result appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Merger Securities. (b) Notwithstanding the provisions of Section 12.01(f), (g), (h) and (i), and subject to the provisions of Section 12.01(a), (b), (c), (d) and (e), at the effective time of such Reorganization Event, the right to convert each $1,000 principal amount of Securities will be changed to a right to convert such Security by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, the Conversion Obligation shall be settled: (i) if the Company does not elect to deliver cash in respect of any portion of its Conversion Obligation (other than cash in lieu of fractional shares pursuant to Section 12.03) and the Company has not irrevocably elected Principal Cash Settlement pursuant to Section 12.01(g), Reference Property in an amount equal to the amount of Reference Property that a holder of a number of shares of Common Stock equal to the applicable Conversion Rate immediately prior to such Reorganization Event would have received at the effective time of such Reorganization Event; or (ii) if the Company elects to deliver cash in respect of any portion of its Conversion Obligation (other than cash in lieu of fractional shares pursuant to Section 12.03) or the Company has irrevocably elected Principal Cash Settlement pursuant to Section 12.01(g), (A) cash in an amount equal to the portion of the Company’s Conversion Obligation that it has elected to settle with cash (or up to the aggregate principal amount of Securities to be converted if the Company has irrevocably elected Principal Cash Settlement pursuant to Section 12.01(g)); and (B) in lieu of the shares of Common Stock otherwise deliverable, if any, Reference Property. (c) If the Company elects to settle any conversion in whole or in part by delivering cash in respect of its Conversion Obligation or if the Company has irrevocably elected Principal Cash Settlement pursuant to Section 12.01(g), the amount of cash and any Reference Property Holders receive upon conversion will be based on the Daily Conversion Value Amounts of Reference Property and the applicable Conversion Rate, as described in Section 12.01; provided that references in Section 12.01 to “Common Stock” or “(a) share(s) of Common Stock” shall instead be deemed references to “a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock is immediately prior to such transaction would have owned or been entitled to receive” in such Reorganization Event or “unit(s) of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such transaction would have owned or been entitled to receive” in such Reorganization Event, as the case may be. (d) For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Securities will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.0712.11(d). Such supplemental indenture This Section 12.11 shall provide for adjustments which shall be as nearly equivalent as may be practicable not affect the right of a Holder of Securities to convert its Securities in accordance with the provisions of Article Twelve hereof prior to the adjustments provided for in this Article 4 in the judgment effective date of the Board applicable Reorganization Event. (e) Any issuer of Directors or the board of directors of the successor Person. If, securities included in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, shall execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof applicable to such securities or other property or assets included in the Reference Property. (including cash or any combination thereoff) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such any supplemental indenture required by this Section 12.11 to be mailed to each Holder, at the its address of such Holder as it appears appearing on the register of the Securities maintained by the Primary RegistrarRegister, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (g) The above provisions of this Section 4.07 12.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Reorganization Events. (h) If this Section 4.07 12.11 applies to any Merger Eventevent or occurrence, Section 4.04 12.04 shall not applyapply in respect of such event or occurrence.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i1) any recapitalization or reclassification of, or change of, of the Common Stock (other than changes resulting from a subdivision or combination)Stock; (ii2) a consolidation, merger merger, combination or combination binding share exchange involving the Company; or (iii3) a sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated assets of the Company Company's property and its Subsidiariesassets; or (ivany event as set forth in clauses (i), (ii), or (iii) any statutory share exchange; above a "Merger Event") in each case as a result case, in which holders of which the Common Stock would be converted intoentitled to receive cash, securities or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets for their shares of the Common Stock (including cash or any combination thereof) (any such event, a “Merger Event”"Reference Property"), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, Holders shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right be entitled thereafter to convert a Security will be changed into a right to convert such Security as set forth in this Indenture their Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of that number of shares of the Common Stock equal to the number into which such Holder's Note would have converted; provided, however, that at and after the effective time of the Merger Event the Settlement Amount shall be calculated and settled in accordance with Section 5.03 (including the Company's right to elect a settlement method as described therein) such that (i) any amount payable in cash upon conversion of the Notes as set forth under Section 5.03 shall continue to be payable as set forth in Section 5.03, (ii) the number of shares of Common Stock equal to deliverable upon conversion of the Conversation Rate prior to such Merger Event Notes under Section 5.03, if any, shall be instead deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have owned or been entitled to receive (the “Reference Property”) upon in such Merger Event. If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities will Notes shall be convertible will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (y) the unit of Reference Property for purposes of this Section 5.06 shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. The Company shall notify Holders of such weighted average as soon as practicable after such determination is made. (b) The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply5.06.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: (i) any recapitalization or recapitalization, reclassification of, or change of, of the outstanding shares of Common Stock (other than changes resulting a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);, (ii) a any merger, consolidation, merger binding share exchange or combination involving of the Company; Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) , substantially as an entirety, to any statutory share exchange; in each case other corporation as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash cash) with respect to or any combination thereof) (any in exchange for such event, a “Merger Event”), then at the effective time of such Merger EventCommon Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, the right to convert a each Security will shall be changed into a right to convert such Security as set forth in this Indenture convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash or any combination thereofcash) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event Holder would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. Ifrecapitalization, reclassification, change, merger, consolidation, binding share exchange, combination, sale, lease or other transfer had such Securities been converted into Common Stock immediately prior to such recapitalization, reclassification, change, merger, consolidation, binding share exchange, combination, sale, lease or other transfer assuming such holder of Common Stock did not exercise its rights of election, if any, as a result to the kind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, binding share exchange, combination, sale, lease or other transfer (provided that, if the Merger Eventkind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, binding share exchange, combination, sale, lease or other transfer is not the same for each share of Common Stock is converted into the right to receive more than a single type in respect of consideration which such rights of election shall not have been exercised (determined based in part upon any form of stockholder election"NON-ELECTING SHARE"), then for the Reference Property into which purposes of this Section 12.11 the Securities will be convertible will kind and amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, binding share exchange, combination, sale, lease or other transfer for each Non-Electing Share shall be deemed to be the weighted average kind and amount so receivable per share by a plurality of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07Non-Electing Shares). Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person12. If, in the case of any such recapitalization, reclassification, change, merger, consolidation, mergerbinding share exchange, combination, sale, lease, lease or other transfer or statutory share exchangetransfer, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, merger, consolidation, mergerbinding share exchange, combination, sale, lease, lease or other transfer or statutory share exchangetransfer, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights and Put Repurchase Rights set forth in Article 11 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary RegistrarRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 12.11 shall similarly apply to successive recapitalizations, reclassifications, changesmergers, consolidations, mergersbinding share exchanges, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Eventsales, Section 4.04 shall not applyleases or other transfers.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i1) any recapitalization recapitalization, reclassification or reclassification ofchange of the Common Stock, other than (a) a change in par value, or change offrom par value to no par value, the Common Stock or from no par value to par value, or (other than b) changes resulting from a subdivision or a combination);, (ii2) a consolidation, merger or combination involving the Company; or, (iii3) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Company, other than to one or more of the Company’s Subsidiaries; or, (iv4) any statutory share exchange; , or (5) other similar transaction, in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time Holders of such Merger Event, the right Securities then outstanding will be entitled thereafter to convert a Security will be changed into a right to convert such Security as set forth in this Indenture those Securities into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to which such Merger Event Holders would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Securities been converted into Common Stock immediately prior to such Business Combination, except that such Holders will not receive a make-whole premium if such holder does not convert its notes “in connection with” (as determined in accordance with Section 4.01(d) hereof) the relevant Fundamental Change. If, as a result of In the Merger Event, each share event holders of Common Stock is converted into have the right opportunity to receive more than a single type elect the form of consideration (determined based to be received in part upon any form of stockholder election), then the Reference Property into which such Business Combination the Securities will shall be convertible will be deemed to be from and after the effective date of such Business Combination into the weighted average of the types kind and amounts amount of consideration received by the holders of Common Stock that affirmatively make such an election or, if no holders of Common Stock actually make such election, the types and amounts of consideration actually received by such holders. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.074.10. Such The supplemental indenture referred to above shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person4. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain a full and unconditional guarantee by such other corporation of all the Company’s obligations under the Indenture and the Securities and such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article 3 hereof. Failure to deliver such notice Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Securities into shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or reclassification of, or change ofin, the Common Stock (other than changes resulting from a subdivision or combination); (ii) a consolidation, merger or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (iv) any statutory share exchange; in each case as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event; provided, however, that at and after the effective time of the Merger Event the conversion obligation shall be calculated and settled in accordance with Section 12.03 such that (i) the amount payable in cash upon conversion of the Securities as set forth under Section 12.03 will continue to be payable in cash, (ii) the number of shares of Common Stock (if the Company does not elect to pay cash in lieu of all such shares) deliverable upon conversion of the Securities under Section 12.03 will be instead deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event and (iii) the Daily VWAP will be calculated based on the value of a unit of Reference Property. If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.0712.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 XII in the judgment of the Company’s Board of Directors or the board Board of directors Directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. . (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 12.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 12.07 applies to any Merger Event, Section 4.04 12.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of (a) In the following events occurcase of: (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (other than changes resulting from a subdivision or combinationcombination or change only in par value or from par value to no par value or no par value to par value); (ii) a any consolidation, merger or combination involving the Company; or; (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (iv) any statutory share exchange; , and, in each case case, as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed intorepresent solely the right to receive, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventstock, other securities, other property or assets, the "Reference Property," and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such transaction, a “Merger Event”"Reference Property Unit"), then then, notwithstanding anything to the contrary herein or in the Notes, (I) at the effective time of such transaction, the Conversion Consideration due upon conversion of any Notes, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 9 were instead a reference to the same number of Reference Property Units; and (II) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions whose Conversion Date occurs on or after the effective date of the Merger Event and shall pay the cash due upon such conversions no later than the third Business Day after the relevant Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). An event requiring a change to the Conversion Consideration as provided in the immediately preceding sentence is herein referred to as a "Merger Event," and the resulting, surviving or transferee Person (if other than the Company) of such Merger Event is the Successor Person. At or before the effective date of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall and such Successor Person will execute with and deliver to the Trustee a supplemental indenture pursuant to Section 8.03 hereof and Section 5.01 of the Base Indenture, which supplemental indenture will (which shall i) comply with the Trust Indenture Act TIA as in force at on the date of execution of such supplemental indentureindenture is executed; (ii) providing that at and after provide for subsequent conversions of Notes in the effective time of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as manner set forth in the first sentence of this Indenture into the kind Section 9.07(a); and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofiii) that a holder of a number of shares of Common Stock equal provide for subsequent adjustments to the Conversation Conversion Rate prior pursuant to such Merger Event Section 9.04 in a manner that would have owned or been entitled an economic effect on the Holders as nearly equivalent as practicable to receive (the “Reference Property”) upon economic effect the adjustments provided by Section 9.04 hereof would have had on the Holders but for such Merger Event. If, as a result If the Reference Property consists of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election), then the composition of the Reference Property into which the Securities will be convertible Unit will be deemed to be the weighted average average, per share of Common Stock, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment notify Holders of the Board of Directors or the board of directors of the successor Personweighted average as soon as practicable after such determination is made. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, If the Reference Property receivable thereupon by Unit for a holder of Common Stock Merger Event includes shares of stock, stock or other securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in Successor Person for such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeMerger Event, then such other company will also execute such supplemental indenture shall also and such supplemental indenture will contain whatever additional provisions the Board of Directors considers to be executed by reasonably necessary to protect the Holders and to calculate the value of a Reference Property Unit. (b) As soon as practicable upon learning the anticipated or actual effective date of any Merger Event, the Company will deliver written notice of such other PersonMerger Event to each Holder and the Trustee. The Such notice will include: (i) a brief description of such Merger Event; (ii) the Conversion Rate in effect on the date the Company shall delivers such notice; (iii) the anticipated effective date for the Merger Event; (iv) that, on and after the effective date for the Merger Event, the Notes will be convertible into Reference Property Units and cash in lieu of fractional Reference Property Units; and (v) the composition of the Reference Property Unit for such Merger Event. As promptly as practicable after executing a supplemental indenture in accordance with Section 9.07(a), the Company will: (i) file with the Trustee an Officer's Certificate briefly describing the reasons therefor, the composition of the Reference Property Unit for such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent under this Indenture to such Merger Event have been complied with; and (ii) cause to be sent to each Holder a notice of the execution of such supplemental indenture to be mailed to each Holder, at and the address of such Holder as it appears on the register composition of the Securities maintained by Reference Property Unit for such Merger Event; provided, that the Primary Registrar, within 20 days after execution thereof. Failure failure to deliver such notice shall to any Holder will not affect the validity or legality or validity of such supplemental indenture. The above provisions of . (c) If more than one Merger Event occurs, this Section 4.07 shall similarly 9.07 will apply successively to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any each Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i1) any recapitalization or reclassification of, or change ofin, the Common Stock (other than changes resulting from a subdivision or combination); (ii2) a consolidation, merger or combination involving the Company; or; (iii3) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (iv4) any statutory share exchange; in each case as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Trustee, without the consent of Holders of the Notes, a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security Note will be changed into a right to convert such Security Note as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Conversion Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event; provided, however, that at and after the effective time of the Merger Event (i) the Company will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Notes as set forth in Section 4.03 and (ii) (x) the amount otherwise payable in cash upon conversion of the Notes as set forth under Section 4.03 will continue to be payable in cash, (y) the number of shares of Common Stock (if the Company elects Physical Settlement or Combination Settlement) otherwise deliverable upon conversion of the Notes under Section 4.03 will be instead deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event and (z) the Daily VWAP will be calculated based on the value of a unit of Reference Property. If, as a result of the Merger Event, each share of Common Stock is converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. If the holders of the Common Stock receive only cash in such transaction, then for all conversions that affirmatively make occur after the effective date of such transaction (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an electionamount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 4.06), multiplied by the price paid per share of Common Stock in such transaction and (ii) the Company shall satisfy its Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following the Conversion Date. The Company will notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the weighted average as soon as practicable after such determination is made. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.074.07(a). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. . (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary Note Registrar, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applyapply if the adjustment thereunder would be duplicative of the adjustment under this Section 4.07.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or a combination);, (ii) a consolidation, merger or combination involving the Company; or, (iii) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries; or Company, other than one or more of the Company’s subsidiaries, or (iv) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Notes then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Notes been converted into Common Stock immediately prior to such Business Combination, except that such Holders will not receive the Make Whole Premium if such Holder does not convert its Notes “in connection with” the relevant Fundamental Change. If, as a result A conversion of the Merger Event, each share Notes by a Holder will be deemed for these purposes to be “in connection with” a Fundamental Change if the notice of such conversion is provided in compliance with Section 10.02(a) to the Conversion Agent on or subsequent to the date 10 Trading Days prior to the date announced by the Company as the anticipated Fundamental Change Effective Date but before the close of business on the Business Day immediately preceding the related Fundamental Change Purchase Date. In the event holders of Common Stock is converted into have the right opportunity to receive more than a single type elect the form of consideration (determined based to be received in part upon any form of stockholder election)such Business Combination, then the Reference Property into which the Securities Notes will be convertible will be deemed to be into the weighted average of the types kind and amounts amount of consideration received by the holders of the Common Stock that affirmatively make made such an election. The Company shall may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.0710.10. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person4. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained Notes as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article 3 hereof. Failure to deliver such notice Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Notes into shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i1) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or a combination);, (ii2) a consolidation, merger or combination involving the Company; or, (iii3) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its Subsidiaries; Company, other than one or more of the Company’s subsidiaries, or (iv4) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time Holders of such Merger Event, the right to convert a Security Securities then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Securities into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Securities been converted into Common Stock immediately prior to such Business Combination, except that such Holders will not receive the Make-Whole Premium if such Holder does not convert its Securities “in connection with” the relevant Make-Whole Fundamental Change. If, as a result A conversion of the Merger Event, each share Securities by a Holder will be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the notice of such conversion is provided in compliance with Section 4.02(a) hereof to the Conversion Agent on or subsequent to the Fundamental Change Effective Date but before the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. In the event holders of Common Stock is converted have the opportunity to elect the form of consideration to be received in such Business Combination, the Company shall make adequate provision whereby the Holders of the Securities shall have a reasonable opportunity to determine the form of consideration into which all of the right to receive more than Securities, treated as a single type of consideration (determined based in part upon any form of stockholder election)class, then the Reference Property into which the Securities will shall be convertible will from and after the effective date of such Business Combination. Such determination shall be deemed to be (i) based on the weighted average of elections made by Holders of the types and amounts Securities who participate in such determination, (ii) subject to any limitations to which all of consideration received by the holders of the Common Stock that affirmatively make are subject, such an electionas pro-rata reductions applicable to any portion of the consideration payable in such Business Combination and (iii) conducted in such a manner as to be completed by the date which is the earliest of (a) the deadline for elections to be made by shareholders of the Company, and (b) two Trading Days prior to the anticipated effective date of the Business Combination. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders of the Securities (and the weighted average of elections), by posting such notice with DTC and providing a copy of such notice to the Trustee. In the event the effective date of the Business Combination is delayed beyond the initially anticipated effective date, Holders of the Securities shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date. The Company may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.074.10. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor PersonIV. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Holders of the Securities maintained as the Board of Directors shall reasonably consider necessary by reason of the Primary Registrarforegoing, within 20 days after execution thereofincluding to the extent practicable the provisions providing for the repurchase rights set forth in Article III hereof. Failure to deliver such notice Notwithstanding anything contained in this Section, and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Holder to convert its Securities into shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or reclassification of, or change of, the Common Stock (other than changes resulting from a subdivision or combination); (ii) a consolidation, merger or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange; in each case as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. . (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, the of shares of Common Stock issuable upon conversion of the Securities (other than changes resulting from a subdivision or combination); (ii) a any consolidation, merger or combination involving the Company; or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries; or (iv) Subsidiaries to any other Person or any statutory share exchange; exchange in each case of clauses (i) — (iii) as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, for stock, other securities, securities or other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventtransaction, the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the Securities shall be convertible into (x) cash in an amount equal to the portion of the Settlement Amount comprised of cash in accordance with Section 5.03; and after the effective time of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as set forth (y) in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number lieu of shares of Common Stock equal to otherwise deliverable, if any, the Conversation Rate prior to same type (in the same proportions) of consideration received by a holder of Common Stock in connection with such Merger Event would have owned recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or been entitled to receive share exchange (the collectively, “Reference Property”) upon ). After the effective time of any such Merger Event. Iftransaction, as a result the amount of cash and Reference Property, if any, Holders of the Merger Event, each Securities shall receive shall be determined based on the Daily Settlement Amounts calculated with respect to a unit comprised of the amount of Reference Property received by a holder of one share of Common Stock is in such transaction, the Daily VWAP of such unit of Reference Property and the Conversion Rate, as described in Section 5.03 (as if such unit of Reference Property were a share of Common Stock). If the transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Securities will be convertible will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.075.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 5 in the judgment of the Board of Directors or of the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, leaselease or other transfer, other transfer or statutory share exchangethe stock, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Security Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 5.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 5.07 applies to any Merger Eventevent or occurrence, Section 4.04 5.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (ia) any recapitalization or recapitalization, reclassification of, or change of, the of Common Stock (other than changes resulting from a subdivision or combination); (iib) a any consolidation, merger or combination involving the Company; or; (iiic) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (ivd) any statutory share exchange; in each case of clauses (a) – (d) as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, for stock, other securities, securities or other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then then, at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right of a Holder to convert a Security Note will be changed into a right to convert such Security Note as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”,” with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event. IfHowever, as a result at and after the effective time of the Merger EventEvent (x) the amount otherwise payable in cash upon conversion of the Notes as set forth in Section 14.05 will continue to be payable in cash, each share (y) the number of shares of Common Stock is otherwise deliverable upon conversion of the Notes as set forth in Section 14.05 will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Merger Event and (z) the Daily VWAP will be calculated based on the value of a unit of Reference Property. If the Merger Event causes the Common Stock to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an electionelection and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.0714.09. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 14 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary Registrar, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 14.09 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 14.09 applies to any Merger Event, Section 4.04 14.06 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur:occur (each, a “Business Combination”): (i1) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (Stock, other than changes resulting from a subdivision or a combination); (ii2) a consolidation, merger or combination involving the Company; or; (iii3) a sale, conveyance or lease or other transfer to a third party another corporation of all or substantially all of the consolidated property and assets of the Company and its SubsidiariesCompany, other than one or more of the Company’s subsidiaries; or (iv4) any statutory share exchange; , in each case as a result of which the holders of Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventwith respect to or in exchange for Common Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, the right to convert a Security Debentureholders then outstanding will be changed into a right entitled thereafter to convert such Security as set forth in this Indenture Debentures into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event which they would have owned or been entitled to receive (the “Reference Property”) upon such Merger EventBusiness Combination had such Debentures been converted into Common Stock immediately prior to such Business Combination, except that such Debentureholders will not receive the Make Whole Premium if such Debentureholder does not convert its Debentures “in connection with” the relevant Fundamental Change. If, as a result A conversion of the Merger Event, each share Debentures by a Debentureholder will be deemed for these purposes to be “in connection with” a Fundamental Change if the notice of such conversion is provided in compliance with Section 15.02(a) to the conversion agent on or subsequent to the date ten (10) Trading Days prior to the date announced by the Company as the anticipated Fundamental Change Effective Date but before the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. In the event holders of Common Stock is converted have the opportunity to elect the form of consideration to be received in such Business Combination, the Company shall make adequate provision whereby the Debentureholders shall have a reasonable opportunity to determine the form of consideration into which all of the right to receive more than Debentures, treated as a single type of consideration (determined based in part upon any form of stockholder election)class, then the Reference Property into which the Securities will shall be convertible will from and after the effective date of such Business Combination. Such determination shall be deemed to be (i) based on the weighted average of the types and amounts elections made by Debentureholders who participate in such determination, (ii) subject to any limitations to which all of consideration received by the holders of the Common Stock that affirmatively make are subject, such an electionas pro rata reductions applicable to any portion of the consideration payable in such Business Combination and (iii) conducted in such a manner as to be completed by the date which is the earliest of (a) the deadline for elections to be made by shareholders of the Company, and (b) two (2) Trading Days prior to the anticipated effective date of the Business Combination. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by Debentureholders (and the weighted average of elections), by posting such notice with DTC and providing a copy of such notice to the Trustee. In the event the effective date of the Business Combination is delayed beyond the initially anticipated effective date, Debentureholders shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date. The Company may not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.0715.11. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person15. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeBusiness Combination, then such supplemental indenture shall also be executed by such other Person. The Company corporation and shall cause notice contain such additional provisions to protect the interests of the execution Debentureholders as the Board of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register Directors shall reasonably consider necessary by reason of the Securities maintained by foregoing, including to the Primary Registrarextent practicable the provisions providing for the repurchase rights set forth in Section 3.06 hereof. Notwithstanding anything contained in this Section, within 20 days after execution thereof. Failure to deliver such notice and for the avoidance of doubt, this Section shall not affect the legality or validity right of such supplemental indenture. The above provisions a Debentureholder to convert its Debentures into shares of this Section 4.07 shall similarly apply Common Stock prior to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not applythe effective date of the Business Combination.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (ia) any recapitalization or recapitalization, reclassification of, or change of, the of Common Stock (other than changes resulting from a subdivision or combination); (iib) a any consolidation, merger or combination involving the Company; or; (iiic) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (ivd) any statutory share exchange; in each case of clauses (a) — (d) as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, for stock, other securities, securities or other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then then, at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right of a Holder to convert a Security Note will be changed into a right to convert such Security Note as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”,” with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event. IfHowever, as a result at and after the effective time of the Merger EventEvent (x) the amount otherwise payable in cash upon conversion of the Notes as set forth in Section 15.03 will continue to be payable in cash, each share (y) the number of shares of Common Stock is otherwise deliverable upon conversion of the Notes as set forth in Section 15.03 will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Merger Event and (z) the Daily VWAP will be calculated based on the value of a unit of Reference Property. If the Merger Event causes the Common Stock to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an electionelection and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.0715.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 15 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary Registrar, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 15.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 15.07 applies to any Merger Event, Section 4.04 15.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, of the Company’s Common Stock (other than changes resulting from a subdivision or combination); (ii) a any consolidation, merger or combination involving the Company; or; (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (iv) any statutory share exchange; in each case of clauses (i) – (iv) as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Eventtransaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Eventtransaction, (i) the right to convert a Security Note will be changed into a right to convert such Security it (on a net share settled basis) as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to such Merger Event transaction would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If, as with each “unit of Reference Property” meaning the type and amount of Reference Property that a result holder of the Merger Event, each one share of Common Stock is would receive) upon such transaction, and (ii) upon conversion of a Note, the Holder shall receive the Settlement Amount owing upon conversion calculated in accordance with the provisions of Section 4.03, determined based on the Daily Settlement Amounts calculated with respect to a unit of Reference Property, the Daily VWAP of such unit of Reference Property and the Conversion Rate, as described in Section 4.03 (as if such unit of Reference Property were a share of Common Stock). If the transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form from of stockholder election), then (x) the Reference Property into which the Securities Notes will be convertible will (on a net-share settled basis) as set forth in this Indenture shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. The Company shall not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Eventevent or occurrence, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, the of shares of Common Stock issuable upon exchange of the Notes (other than changes resulting from a change as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 13.03); (ii) a any consolidation, merger or combination involving the CompanyGuarantor with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock; or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company Guarantor and its Subsidiaries; or (iv) Subsidiaries to any statutory share exchange; in each case other Person as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash or any combination thereofof the foregoing) with respect to or in exchange for such Common Stock, (any such event, a “Merger Event”)) then, then at the effective time of such the Merger Event, the Company Guarantor or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will Notes shall be changed into a right to convert such Security as set forth in this Indenture into exchangeable for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofof the foregoing) that receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale or conveyance (the “Reference Property”) by a holder of a number of shares of Common Stock equal issuable upon exchange for such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversation Rate exchange all such Notes) immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. IfHowever, as a result at and after the effective time of the Merger Event, each (A) the Issuer shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, as set forth in Section 13.02 and (B)(1) any amount payable in cash upon exchange of the Notes as set forth in Section 13.02 will continue to be payable in cash, (2) any shares of Common Stock that the Issuer would have been required to deliver upon exchange of the notes as set forth in Section 13.02 will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such transaction and (3) VWAP will be calculated based on the value of the amount and kind of Reference Property that a holder of one share of Common Stock is converted into would have received in such transaction. If the Merger Event causes Common Stock to be exchanged for the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into for which the Securities Notes will be convertible will exchangeable shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person13. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereofof the foregoing) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Note Register maintained by the Primary Note Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 13.05 shall similarly apply to successive recapitalizations, reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If . (b) The Guarantor shall not become a party to any such transaction unless its terms are consistent with this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply13.05.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or reclassification of, or change of, of the Common Stock (other than changes resulting from a subdivision or combination)Stock; (ii) a consolidation, merger merger, combination or combination binding share exchange involving the Company; or (iii) a sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated assets of the Company Company’s property and its Subsidiariesassets; or (ivany event as set forth in clauses (i), (ii), or (iii) any statutory share exchange; above a “Merger Event”) in each case as a result case, in which holders of which the Common Stock would be converted intoentitled to receive cash, securities or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets for their shares of the Common Stock (including cash or any combination thereof) (any such event, a “Merger EventReference Property”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, Holders shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right be entitled thereafter to convert a Security will be changed into a right to convert such Security as set forth in this Indenture their Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of the Common Stock equal to the Conversation Conversion Rate immediately prior to such Merger Event transaction would have owned or been entitled to receive upon such transaction; provided, however, that at and after the effective time of the Merger Event the Settlement Amount shall be calculated and settled in accordance with Section 4.03 (including the “Company’s right to elect a settlement method as described therein) such that (i) any amount payable in cash upon conversion of the Notes as set forth under Section 4.03 shall continue to be payable as set forth in Section 4.03, (ii) the number of shares of Common Stock deliverable upon conversion of the Notes under Section 4.03, if any, shall be instead deliverable in the amount and type of Reference Property”) upon Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event. If, as a result of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities will Notes shall be convertible will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (y) the unit of Reference Property for purposes of this Section 4.07 shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. The Company shall notify Holders of such weighted average as soon as practicable after such determination is made. (b) The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of ‌ (a) In the following events occurcase of: (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (other than changes resulting from a subdivision or combinationcombination or change only in par value or from par value to no par value or no par value to par value); (ii) a any consolidation, merger or combination involving the Company; or; (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (iv) any statutory share exchange; , and, in each case case, as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed intorepresent solely the right to receive, stock, other securities, other property or assets (including cash or any combination thereof) (such stock, other securities, other property or assets, the “Reference Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such transaction, a “Reference Property Unit”), then, notwithstanding anything to the contrary herein or in the Notes, (I) at the effective time of such transaction, the Conversion Consideration due upon conversion of any Notes, and the conditions to any such eventconversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 9 were instead a reference to the same number of Reference Property Units; and (II) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions whose Conversion Date occurs on or after the effective date of the Merger Event and shall pay the cash due upon such conversions no later than the second Business Day after the relevant Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). An event requiring a change to the Conversion Consideration as provided in the immediately preceding sentence is herein referred to as a “Merger Event”),” and the resulting, then at surviving or transferee Person (if other than the Company) of such Merger Event is the Successor Person. At or before the effective time date of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall and such Successor Person will execute with and deliver to the Trustee a supplemental indenture pursuant to Section 8.03 hereof and Section 5.01 of the Base Indenture, which supplemental indenture will (which shall i) comply with the Trust Indenture Act TIA as in force at on the date of execution of such supplemental indentureindenture is executed; (ii) providing that at and after provide for subsequent conversions of Notes in the effective time of such Merger Event, the right to convert a Security will be changed into a right to convert such Security as manner set forth in the first sentence of this Indenture into the kind Section 9.07(a); and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofiii) that a holder of a number of shares of Common Stock equal provide for subsequent adjustments to the Conversation Conversion Rate prior pursuant to such Merger Event Section 9.04 in a manner that would have owned or been entitled an economic effect on the Holders as nearly equivalent as practicable to receive (the “Reference Property”) upon economic effect the adjustments provided by Section 9.04 hereof would have had on the Holders but for such Merger Event. If, as a result If the Reference Property consists of the Merger Event, each share of Common Stock is converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election), then the composition of the Reference Property into which the Securities will be convertible Unit will be deemed to be the weighted average average, per share of Common Stock, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment notify Holders of the Board of Directors or the board of directors of the successor Personweighted average as soon as practicable after such determination is made. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, If the Reference Property receivable thereupon by Unit for a holder of Common Stock Merger Event includes shares of stock, stock or other securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in Successor Person for such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchangeMerger Event, then such other company will also execute such supplemental indenture shall also and such supplemental indenture will contain whatever additional provisions the Board of Directors considers to be executed by reasonably necessary to protect the Holders and to calculate the value of a Reference Property Unit. (b) As soon as practicable upon learning the anticipated or actual effective date of any Merger Event, the Company will deliver written notice of such other PersonMerger Event to each Holder and the Trustee. The Such notice will include: (i) a brief description of such Merger Event; (ii) the Conversion Rate in effect on the date the Company shall delivers such notice; (iii) the anticipated effective date for the Merger Event; (iv) that, on and after the effective date for the Merger Event, the Notes will be convertible into Reference Property Units and cash in lieu of fractional Reference Property Units; and (v) the composition of the Reference Property Unit for such Merger Event. As promptly as practicable after executing a supplemental indenture in accordance with Section 9.07(a), the Company will: (i) file with the Trustee an Officer’s Certificate briefly describing the reasons therefor, the composition of the Reference Property Unit for such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent under this Indenture to such Merger Event have been complied with; and (ii) cause to be sent to each Holder a notice of the execution of such supplemental indenture to be mailed to each Holder, at and the address of such Holder as it appears on the register composition of the Securities maintained by Reference Property Unit for such Merger Event; provided, that the Primary Registrar, within 20 days after execution thereof. Failure failure to deliver such notice shall to any Holder will not affect the validity or legality or validity of such supplemental indenture. The above provisions of . (c) If more than one Merger Event occurs, this Section 4.07 shall similarly 9.07 will apply successively to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any each Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock (other than changes resulting from a subdivision or combination); (ii) a any consolidation, merger or combination involving the Company; or; (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety; or (iv) any statutory share exchange; in each case of clauses (i) – (iv) as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then then, at the effective time of such Merger Eventtransaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Eventtransaction, the right to convert a Security Note will be changed into a right to convert such Security it (on a net share settled basis) as set forth in this Supplemental Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Conversion Rate immediately prior to such Merger Event transaction (multiplied by the principal amount of such Note divided by $1,000) would have owned or been entitled to receive (the “Reference Property”) upon such Merger Eventtransaction. If, as a result of If the Merger Event, each share of transaction causes Common Stock is to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election), then the Reference Property into which the Securities Notes will be convertible will (on a net share settled basis) as set forth in this Supplemental Indenture shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event transaction unless its terms are consistent with this Section 4.07. Such In connection with any such transaction, the Initial Dividend Threshold shall be adjusted based on the number of shares of Common Stock comprising the Reference Property and, if applicable, the value (as determined by the Board of Directors) of any non-stock consideration comprising the Reference Property. If the Reference Property is comprised solely of non-stock consideration, the Initial Dividend Threshold will be zero. In addition, any such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary RegistrarDebt Security registrar, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive recapitalizations, reclassifications, changes, consolidations, mergers, combinations, sales sales, leases, other transfers and conveyancesstatutory exchanges. If this Section 4.07 applies to any Merger Eventevent or occurrence, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: (i) any recapitalization or recapitalization, reclassification of, or change of, of the Common Stock outstanding Ordinary Shares (other than changes resulting a change in par value, or from par value to no par value, or from no par value to par value, or as a subdivision result of a subdivision, split or combination); (ii) a any merger, consolidation, merger share exchange or combination involving of the CompanyGuarantor with another corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or (iii) a any sale, conveyance or lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) Guarantor to any statutory share exchange; other corporation in each case as a result of which the Common Stock would holders of Ordinary Shares shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash or any combination thereof) (any with respect to or in exchange for such event, a “Merger Event”), then at the effective time of such Merger EventOrdinary Shares, the Company Guarantor or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, the right to convert a each Outstanding Security will shall thereafter be changed into a right to convert such Security as set forth in this Indenture convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofcash) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to which such Merger Event Holder would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. Ifrecapitalization, reclassification, change, merger, consolidation, share exchange, combination, sale, conveyance or lease had such Securities been converted into Ordinary Shares immediately prior to such recapitalization, reclassification, change, merger, consolidation, share exchange, combination, sale, conveyance or lease assuming such holder of Ordinary Shares did not exercise its rights of election, if any, as a result to the kind or amount of stock, other securities, cash or other property or assets receivable upon such recapitalization, reclassification, change, merger, consolidation, share exchange, combination, sale, conveyance or lease (provided that, if the Merger Eventkind or amount of stock, other securities, cash or other property or assets receivable upon such recapitalization, reclassification, change, merger, consolidation, share exchange, combination, sale, conveyance or lease is not the same for each share Ordinary Share in respect of Common Stock is converted into the right to receive more than a single type which such rights of consideration election shall not have been exercised (determined based in part upon any form of stockholder election"Non‑Electing Share"), then for the Reference Property into which purposes of this Section 12.11 the Securities will be convertible will kind and amount of stock, other securities, cash or other property or assets receivable upon such recapitalization, reclassification, change, merger, consolidation, share exchange, combination, sale, conveyance or lease for each Non-Electing Share shall be deemed to be the weighted average kind and amount so receivable per share by a plurality of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person12. If, in the case of any such recapitalization, reclassification, change, merger, consolidation, mergershare exchange, combination, sale, conveyance or lease, the stock or other transfer or statutory share exchange, the Reference Property securities and assets receivable thereupon by a holder of Common Stock Ordinary Shares includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, merger, consolidation, mergershare exchange, combination, sale, conveyance or lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Guarantor shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Purchase Rights set forth in Article 11 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary RegistrarRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 12.11 shall similarly apply to successive recapitalizations, reclassifications, changesmergers, leases, transfers, consolidations, mergersshare exchanges, combinations, sales and conveyances. If this Section 4.07 12.11 applies to any Merger Eventevent or occurrence, Section 4.04 12.04 (other than paragraph (h) or (i) thereof) hereof shall not apply, except that if the event or occurrence is described in Section 12.04 (h) then both Section 12.04 (h) and Section 12.04 (i) shall apply, except that if the event or occurrence is covered in Section 12.04 (i) then Section 12.04 (i) shall apply and not this Section 12.11.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or reclassification of, or change ofin, the Common Stock (other than changes resulting from a subdivision or combination); (ii) a consolidation, merger or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; Subsidiaries substantially as an entirety, or (iv) any statutory share exchange; in each case as a result of which the Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee Trustee, without the consent of Holders of the Notes, a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security Note will be changed into a right to convert such Security Note as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Conversion Rate prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the type and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event; provided, however, that at and after the effective time of the Merger Event (i) the Company will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Notes as set forth in Section 4.03, (ii) the amount payable in cash upon conversion of the Notes as set forth under Section 4.03 will continue to be payable in cash, (iii) the number of shares of Common Stock (if the Company elects Physical Settlement or Combination Settlement) deliverable upon conversion of the Notes under Section 4.03 will be instead deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event and (iv) the Daily VWAP will be calculated based on the value of a unit of Reference Property. If, as a result of the Merger Event, each share of Common Stock is converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Securities Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election, and (y) the unit of Reference Property for purposes of the foregoing sentence shall refer to the consideration referred to in clause (x) attributable to one share of Common Stock. If no holders of Common Stock affirmatively make such an election, the Reference Property into which the Notes will be convertible will be the types and amounts of consideration actually received by the holders of Common Stock. The Company will notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the weighted average as soon as possible after such determination is made. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.074.07(a). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing Person, as the case may be, in such recapitalizationreorganization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, then such supplemental indenture shall also be executed by such other Person. . (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Notes maintained by the Primary Note Registrar, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: (i) any recapitalization or recapitalization, reclassification of, or change of, of the outstanding shares of Common Stock (other than changes resulting a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);, (ii) a any merger, consolidation, merger statutory share exchange or combination involving the Company; or (iii) a sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries; or (iv) any statutory share exchange; in each case with another corporation as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock or (iii) any combination thereofsale, conveyance or lease of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) (any with respect to or in exchange for such event, a “Merger Event”), then at the effective time of such Merger EventCommon Stock, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, the right to convert a each Security will shall be changed into a right to convert such Security as set forth in this Indenture convertible into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash or any combination thereofcash) that a holder of a number of shares of Common Stock equal to the Conversation Rate prior to which such Merger Event Holder would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. Ifrecapitalization, as a result of the Merger Eventreclassification, each change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock is converted did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, Holders shall have a reasonable opportunity to determine the form of consideration into which all of the right to receive more than Securities, treated as a single type of consideration (determined based in part upon any form of stockholder election)class, then the Reference Property into which the Securities will shall be convertible will from and after the effective date of such recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance. Such determination shall be deemed to be based on the weighted average of the types and amounts elections made by Holders who participate in such determination, shall be subject to any limitations to which all of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall are subject, including, but not become a party limited to, pro-rata reductions applicable to any portion of the consideration payable in such Merger Event unless its terms are consistent with this Section 4.07recapitalization, reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance and shall be conducted in such a manner as to be completed by the date which is the earliest of (a) the deadline for elections to be made by holders of our Common Stock, and (b) two trading days prior to the anticipated effective date. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person12. If, in the case of any such recapitalization, reclassification, change, merger, consolidation, merger, combination, sale, lease, other transfer or statutory share exchange, combination, sale or conveyance, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article 11 hereof. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Primary RegistrarRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive recapitalizations, reclassifications, changesmergers, consolidations, mergersstatutory share exchanges, combinations, sales and conveyances. If this Section 4.07 12.11 applies to any Merger Eventevent or occurrence, Section 4.04 12.4 hereof shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization or recapitalization, reclassification of, or change of, the of shares of Common Stock issuable upon exchange of the Notes (other than changes resulting from a change as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 13.06); (ii) a any consolidation, merger or combination involving the CompanyGuarantor with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock; or (iii) a any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company Guarantor and its Subsidiaries; or (iv) Subsidiaries to any statutory share exchange; in each case other Person as a result of which the holders of Common Stock would shall be converted into, or exchanged for, or would be reclassified or changed into, entitled to receive stock, other securities, securities or other property or assets (including cash or any combination thereofof the foregoing) (any with respect to or in exchange for such eventCommon Stock, a “Merger Event”)then, then at the effective time of such Merger Eventthe transaction, the Company Guarantor or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at and after the effective time of such Merger Event, the right to convert a Security will Notes shall be changed into a right to convert such Security as set forth in this Indenture into exchangeable for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofof the foregoing) that receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale or conveyance (the “Reference Property”) by a holder of a number of shares of Common Stock equal issuable upon exchange for such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversation Rate exchange all such Notes) immediately prior to such Merger Event would have owned recapitalization, reclassification, change, consolidation, merger, combination, sale or been entitled conveyance. However, at and after the effective time of such transaction, any amount otherwise payable in cash upon exchange of the Notes pursuant to receive (Section 13.11 will continue to be payable in cash and the “Daily Exchange Value will be calculated based on the value of the Reference Property”) upon such Merger Event. If, as a result of If the Merger Event, each share of transaction causes Common Stock is converted into to be exchanged for the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into for which the Securities Notes will be convertible will exchangeable shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor Person13. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereofof the foregoing) of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, other transfer sale or statutory share exchangeconveyance, then such supplemental indenture shall also be executed by such other Personcorporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities Note Register maintained by the Primary Note Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 13.13 shall similarly apply to successive recapitalizations, reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. . (b) If a Holder elects to exchange Notes in connection with a Designated Event that results in delivery of Reference Property to the Holders, any increase in the Exchange Rate by Additional Designated Event Shares as set forth in Section 13.12 shall not be payable in shares of Common Stock, but shall represent a right to receive the aggregate amount of Reference Property into which the Additional Designated Event Shares would convert in the transaction from the surviving entity (or an indirect or direct parent thereof). (c) The Company shall not become a party to any such transaction unless its terms are consistent with this Section 4.07 applies to any Merger Event, Section 4.04 shall not apply13.13.