Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when a Holder surrenders a Note for conversion and the Conversion Date for such Note occurs prior to November 15, 2025, the Issuer may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note to a financial institution designated by the Issuer for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall notify the Holder surrendering Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The Issuer’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so). The Issuer may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14XIII, when a Holder surrenders a Note for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may beapplicable, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 14.0213.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify the Holder surrendering Notes for conversion that the Issuer Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as deliver the case may be, the cash, shares of Common Stock or a combination thereof (and cash in lieu of fractional shares) due upon conversion to the Conversion Transfer Agent, and the Conversion Transfer Agent shall pay and/or deliver such cash and/or shares of Common Stock (and cash in lieu of fractional shares ) to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, deliver shares of or Common Stock or a combination thereof (and cash in lieu of fractional shares) due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) Date as set forth in Section 14.0213.02(c). The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer Company to do so). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer may, at its election, Company may direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date)Period, such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as to the case may beConversion Agent for payment to such Holder, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof cash due upon conversion, all in accordance with Section 14.02as provided under this Article 14. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date)Period, the Issuer Company shall notify the Holder surrendering Notes for conversion that the Issuer it has directed the designated financial institution to make an exchange in lieu of conversion. (b) . If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof cash due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Period. Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof cash due upon conversion on the second third Business Day immediately following the last Trading Day day of the applicable Observation Period (orPeriod, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02accordance with this Article 14. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its electionunless it has called the relevant Notes for redemption, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the date two Business Day immediately Days following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. The Company must notify such financial institution of the applicable Conversion Date. In order to accept any Notes surrendered for conversionsuch Notes, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all a number of the cash, shares of Common Stock equal to the Conversion Rate in effect at such time, or at its option, cash or a combination thereof due upon conversionof cash and shares of Common Stock in lieu thereof, all in accordance with Section 14.02. By the close of business calculated based on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (orConversion Average Price, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall notify the Holder surrendering Notes plus cash for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (b) any fractional shares. If the designated financial institution accepts any such Notes, it will pay and/or deliver, as deliver the case may be, the cash, appropriate number of shares of Common Stock (and cash, if any), or a combination thereof due upon conversion cash in lieu thereof, to the Conversion Agent, Agent and the Conversion Agent shall pay and/or will deliver such those shares or cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Holder. Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cashconsideration, the Company will, as promptly as practical thereafter, but not later than (1) the fifth Business Day following the Conversion Date, or (2) if the designated institution elects to deliver cash or a combination of cash and shares of Common Stock or a combination thereofStock, as the case may bethird Business Day following the determination of the Conversion Average Price, or if such designated financial institution does not accept convert the Notes and deliver shares of Common Stock, or, at the Company’s option cash in lieu thereof based on such Conversion Average Price. If the designated institution declines to accept any Notes surrendered for exchange, the Issuer shall Company will convert the those Notes and pay and/or deliver, as the case may be, the cash, into shares of Common Stock Stock, or a combination cash in lieu thereof due upon conversion on at the second Business Day immediately following the last Trading Day option of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The Issuer’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so). The Issuer may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionCompany.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note its Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct cause the Conversion Agent Notes to surrenderbe delivered, on or prior to the Scheduled close of business on the Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company (the “Designated Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversionconversion as described in ‎Section 14.02 above or such other consideration agreed to by the converting Holder and the Designated Institution (the “Conversion Consideration”). If the Company makes the election described above, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical SettlementCompany shall, by the close of business on the Business Trading Day immediately following the relevant Conversion Date), the Issuer shall notify in writing the Holder surrendering Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, Trustee and the Conversion Agent (if other than the Trustee), that it has made such election, and the Company shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on notify the second Business Day immediately following the last Trading Day Designated Institution of the applicable Observation Period relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered (or, if unless the Issuer form of Conversion Consideration has elected Physical Settlement, on been otherwise agreed by the second Business Day immediately following Holder and the relevant Conversion DateDesignated Institution as set forth in this ‎Section 14.12). Any Notes exchanged by the designated financial institution any Designated Institution will remain outstanding, subject to the applicable procedures of the Depositary. The Company, the Conversion Agent and the converting Holders shall cooperate to cause such Notes to be delivered to the Designated Institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instruction in connection with effecting any Exchange Election and shall not be liable for such Exchange Election outside of its control. (b) Any Notes exchanged by the Designated Institution shall remain outstanding, notwithstanding the surrender of such Notes and shall be subject to the procedures of the Depositary. If the designated financial institution any Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer shall convert the Notes and pay and/or deliver, as the case may be, the cashrelated Conversion Consideration to the Conversion Agent, shares or if such Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in ‎Section 14.02(c), notify in writing the Trustee, the Conversion Agent and the Holders surrendering their Notes and shall pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, ‎Section 14.02 as if the Issuer has elected Physical SettlementCompany had not made an Exchange Election. (c) For the avoidance of doubt, on in no event will the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this ‎Section 14.12 require the financial institution such Designated Institution to accept any Notes for exchange (unless the financial institution Designated Institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution Designated Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Securities for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer may, at its election, Company may direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant applicable Conversion Date), such Note Securities to a financial institution (a “Designated Institution”) designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes Securities surrendered for conversion, the designated financial institution Designated Institution must agree to pay and/or deliver, as the case may be, in exchange for such NotesSecurities, all cash and Common Shares, if any, due upon conversion as provided in Section 8.02, at the sole option of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.02Designated Institution and as is designated to the Conversion Agent by the Company. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant applicable Conversion Date), the Issuer shall Company will notify the Holder surrendering Notes Securities for conversion that the Issuer Company has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion and such Designated Institution shall be required to notify the Conversion Agent whether it will deliver, upon exchange, the cash and Common Shares, if any, due in respect of such conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities, it will pay and/or delivershall deliver the cash and Common Shares, if any, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion specified in Section 8.02 to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of and Common Stock Shares, if any, to such the Holder on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (orPeriod, if which delivery shall be deemed to satisfy the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Company’s Conversion Date)Obligation under this Article 8 with respect to such Holder. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding, subject to the applicable procedures of the Depositary. Outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may beconsideration, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Issuer Company shall convert the Notes such Securities and pay and/or or deliver, as the case may be, the cashcash and Common Shares, shares of Common Stock or a combination thereof due upon conversion on if any, no later than the second third Business Day immediately following the last Trading Day of the applicable Observation Period Period, in accordance with the provisions of Section 8.02. (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Dated) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution pursuant to this Section 8.12 to which the Notes Securities may be submitted for exchange does not require the such financial institution to accept any Notes Securities for exchange (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution the Designated Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 14, time when a Holder surrenders a Note Securities for conversion prior to the Stated Maturity of the Securities, the Company: (i) has designated a financial institution (a “Designated Institution”) to accept such Securities in exchange for cash and shares of Common Stock, if any, equal to the consideration due upon conversion as provided in Section 9.02; and (ii) notifies the Holder surrendering such Securities for conversion by the second Trading Day after the Conversion Date for such Note occurs prior Date, that it has directed the Designated Institution to November 15make an exchange in lieu of conversion, 2025then, notwithstanding anything in this Indenture to the contrary, the Issuer may, at its election, Company may direct the Conversion Agent to surrendersurrender such Securities, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day commencement of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note to a financial institution designated by the Issuer Designated Institution for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall notify the Holder surrendering Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities surrendered for exchange, it will pay and/or shall notify the Conversion Agent whether it shall deliver, as the case may beupon exchange, the cash, all cash or a combination of cash and shares of Common Stock or a combination thereof due upon conversion and shall deliver such cash and shares of Common Stock, if any, as specified in Section 9.02 to the Conversion Agent and the Stock Transfer Agent (in the case of shares of Common Stock) and the Conversion Agent, and the Conversion Agent Stock Transfer Agent, if applicable, shall pay and/or deliver such cash and/or and shares of Common Stock Stock, if any, to such Holder the Holder, on the second third Business Day immediately following the last Trading Day day of the applicable Observation Period (orPeriod, if which delivery shall be deemed to satisfy the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Company’s conversion obligations under this Article 9 with respect to such Holder. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding, subject to the applicable procedures of the Depositary. Outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as consideration to the case may beConversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Issuer shall convert the Notes and pay and/or deliverCompany shall, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second third Business Day immediately following the last Trading Day day of the applicable Observation Period (orPeriod, convert such Securities into cash and shares of Common Stock, if any, in accordance with the Issuer has elected Physical Settlementprovisions of Section 9.02. (d) For the avoidance of doubt, on in no event will the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 9.13 require the such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so). The Issuer may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it Securities for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date)Period, such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). The Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such exchange election and shall have no liability in respect of such exchange election. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or and, if applicable, deliver, as the case may be, in exchange for such Notes, all of the cash, cash and shares of Common Stock or a combination thereof Stock, if any, due upon conversion, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date)Period, the Issuer Company shall notify the Holder surrendering Notes for conversion conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Issuer Company has directed the designated financial institution to make an exchange Exchange in lieu Lieu of conversionConversion. (b) If the designated financial institution accepts any such Notes, it will shall pay and/or and, if applicable, deliver, as the case may be, the cash, cash and shares of Common Stock or a combination thereof Stock, if any, due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Period. Any Notes exchanged by the designated financial institution will shall remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or and, if applicable, deliver the related cash, cash and shares of Common Stock or a combination thereof, as the case may beif any, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or and, if applicable, deliver, as the case may be, the cash, cash and shares of Common Stock or a combination thereof Stock, if any, due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in accordance with Section 14.02. . (c) The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it the Company for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14XIII, when a Holder surrenders a Note for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may beapplicable, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof (and cash in lieu of fractional shares) due upon conversion, all in accordance with Section 14.0213.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify the Holder surrendering Notes for conversion that the Issuer Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as deliver the case may be, the cash, shares of Common Stock or a combination thereof (and cash in lieu of fractional shares) due upon conversion to the Conversion Transfer Agent, and the Conversion Transfer Agent shall pay and/or deliver such cash and/or shares of Common Stock (and cash in lieu of fractional shares) to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, (and cash in lieu of fractional shares) or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, deliver shares of or Common Stock or a combination thereof (and cash in lieu of fractional shares) due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) Date as set forth in Section 14.0213.02(c). The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer Company to do so). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note its Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct cause the Conversion Agent Notes to surrenderbe delivered, on or prior to the Scheduled close of business on the Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company (the “Designated Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversionconversion as described in ‎Section 14.02 above or such other consideration agreed to by the converting Holder and the Designated Institution (the “Conversion Consideration”). If the Company makes the election described above, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical SettlementCompany shall, by the close of business on the Business Trading Day immediately following the relevant Conversion Date), the Issuer shall notify in writing the Holder surrendering Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, Trustee and the Conversion Agent (if other than the Trustee), that it has made such election, and the Company shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on notify the second Business Day immediately following the last Trading Day Designated Institution of the applicable Observation Period relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered (or, if unless the Issuer form of Conversion Consideration has elected Physical Settlement, on been otherwise agreed by the second Business Day immediately following Holder and the relevant Conversion DateDesignated Institution as set forth in this ‎Section 14.12). Any Notes exchanged by the designated financial institution any Designated Institution will remain outstanding, subject to the applicable procedures of the Depositary. The Company, the Conversion Agent and the converting Holders shall cooperate to cause such Notes to be delivered to the Designated Institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instruction in connection with effecting any Exchange Election and shall not be liable for such Exchange Election outside of its control. (b) Any Notes exchanged by the Designated Institution shall remain outstanding, notwithstanding the surrender of such Notes and shall be subject to the procedures of the Depositary. If the designated financial institution any Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer shall convert the Notes and pay and/or deliver, as the case may be, the cashrelated Conversion Consideration to the Conversion Agent, shares or if such Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in ‎Section 14.02(c), notify in writing the Trustee, the Conversion Agent and the Holders surrendering their Notes and shall pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, ‎Section 14.02 as if the Issuer has elected Physical SettlementCompany had not made the Exchange Election. (c) For the avoidance of doubt, on in no event will the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this ‎Section 14.12 require the financial institution such Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so)for exchange. The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution Designated Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or or, if the Issuer Company has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock Ordinary Shares or a combination thereof due upon conversion, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify the Holder surrendering Notes for conversion that the Issuer Company has directed the designated financial institution to make an exchange Exchange in lieu Lieu of conversionConversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock Ordinary Shares or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock Ordinary Shares to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock Ordinary Shares or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock Ordinary Shares or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in accordance with Section 14.02. . (c) The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it the Company for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note its Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversionconversion as described in Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical SettlementCompany shall, by the close of business on the Business Day immediately following the relevant Conversion Date), notify in writing the Holder surrendering its Notes for conversion, the Issuer Trustee and the Conversion Agent (if other than the Trustee) that the Company has made the Exchange Election and the Company shall notify the Holder surrendering Notes designated institution of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for conversion that payment and/or delivery of the Issuer has directed the designated financial institution to make an exchange in lieu of conversionConversion Consideration. (ba) If the designated financial institution accepts any such Notes, it will shall pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the DepositaryThe Depository Trust Company (“DTC”). If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may beConversion Consideration, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following deliver the relevant Conversion DateConsideration as if the Company had not made an Exchange Election. (b) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial such institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so)Notes. The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note Notes occurs prior to November December 15, 20252029, the Issuer Company may, at its election, direct cause the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date)Reference Period, such Note Notes to a financial institution designated by the Issuer us for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with as provided under Section 14.0213.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (orConversion Reference Period, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall we will notify in writing the Holder surrendering Notes for conversion conversion, the Trustee and the Conversion Agent that the Issuer has we have directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Reference Period. Any Notes exchanged by the designated financial institution will remain outstanding, subject to the Depositary’s applicable procedures of the Depositaryprocedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer shall we will convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day trading day of the applicable Observation Period Conversion Reference Period. (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Datec) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or or, if the Issuer Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversionconversion (the “Financial Institution”). In order to accept any Notes surrendered for conversion, the designated financial institution Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.02‎Section 10.03 above. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day trading day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant Conversion Date), the Issuer shall Company will notify the Holder surrendering Notes for conversion that the Issuer Company has directed the designated financial institution Financial Institution to make an exchange in lieu of conversion. (b) . If the designated financial institution Financial Institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of or Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such the Holder on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution Financial Institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution the Financial Institution does not accept the Notes for exchange, the Issuer shall Company shall, as promptly as practical thereafter, convert the Notes and pay and/or deliver, as the case may be, the cash, shares of or Common Stock or a combination thereof due upon conversion on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date) as set forth provided in Section 14.02‎Section 10.03 above. The IssuerCompany’s designation of a financial institution the Financial Institution to which the Notes may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes (unless the financial institution Financial Institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution Financial Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of anything in this Article 14Indenture to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant applicable Conversion DateDate (assuming for purposes of this Section 14.13, and for the purpose of determining the related Observation Period, that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such Note Notes to a financial institution designated by the Issuer Company (a “Financial Institution”) for exchange in lieu of conversion. . (b) In order to accept any such Notes surrendered for conversion, the designated financial institution Financial Institution must agree to pay and/or or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, as applicable, equal to the consideration due upon conversion, all conversion as provided in accordance with Section 14.02. By , at the close of business on the Scheduled Trading Day immediately preceding the first Trading Day sole option of the applicable Observation Period Financial Institution and as is designated to the Conversion Agent by the Company. (or, if the Issuer has elected Physical Settlement, by c) By the close of business on the Business Day immediately following the relevant applicable Conversion Date), the Issuer shall Company must notify the Holder surrendering Notes for conversion that the Issuer it has directed the designated financial institution Financial Institution to make an exchange in lieu of conversion, and such Financial Institution will be required to notify the Conversion Agent whether it will pay or deliver, as the case may be, upon exchange, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due in respect of such conversion. (bd) If the designated financial institution Financial Institution accepts any such Notes, it will pay and/or or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion of cash and shares of Common Stock, as applicable, if any, to the Conversion Agent, Agent and the Conversion Agent shall will pay and/or deliver or deliver, as the case may be, such cash and/or cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, to such Holder on no later than the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if in the Issuer has elected Physical case of Cash Settlement or Combination Settlement, on ) or the second third Business Day immediately following the relevant Conversion DateDate (in the case of Physical Settlement). Any Notes exchanged by the designated financial institution such Financial Institution will remain outstanding, subject to the applicable procedures of the Depositary. . (e) If the designated financial institution such Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereofdeliver, as the case may be, the related consideration, or if such designated financial institution Financial Institution does not accept the Notes for exchange, the Issuer shall Company will convert the such Notes and pay and/or or deliver, as the case may be, the cash, shares share of Common Stock or a combination thereof of cash and share of Common Stock, as applicable, due upon conversion on no later than the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if in the Issuer has elected Physical case of Cash Settlement or Combination Settlement, on ) or the second third Business Day immediately following the relevant Conversion Date) Date (in the case of Physical Settlement), pursuant to Section 14.02 (based on such assumed Conversion Date as set forth in Section 14.02described above). The IssuerCompany’s designation of a financial institution Financial Institution to which the Notes may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes (unless the financial institution Financial Institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any the designated financial institution Financial Institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Securities for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer may, at its election, Company may direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), surrender such Note Securities to a financial institution designated by the Issuer Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes Securities surrendered for conversion, the designated financial institution Designated Institution must agree to pay and/or deliver, as the case may be, in exchange for such NotesSecurities, all of the cash, shares of Common Stock based upon the applicable Conversion Rate or a combination thereof of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion, all in accordance with as determined under Section 14.0212.01(d). By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day start of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date)Period, the Issuer shall Company will notify the Holder surrendering Notes Securities for conversion that the Issuer (i) it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion and (ii) whether the Designated Institution will deliver, upon exchange, cash, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion. (b) , as determined under Section 12.01(d). If the designated financial institution Designated Institution accepts any such NotesSecurities, it will pay and/or deliverdeliver the appropriate cash, number of shares of Common Stock or cash and shares of Common Stock, if applicable, as the case may be, to the Conversion Agent and the Conversion Agent will deliver such cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, cash and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (orStock, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereofapplicable, as the case may be, to the Holder. Any Securities exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Securities for exchange but does not timely deliver the related consideration, or if such designated financial institution Designated Institution does not accept the Notes Securities for exchange, the Issuer shall Company will, as promptly as practical thereafter convert the Notes and pay and/or deliver, as the case may be, the cash, Securities into shares of Common Stock or a combination thereof due upon conversion cash and shares of Common Stock, if applicable, in accordance with the election made by the Company in the initial notice to the Holders surrendering the Securities and based on the second Business Day immediately following the last Trading Day of the applicable Observation Conversion Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in determined under Section 14.0212.01(d). The IssuerCompany’s designation of a financial institution to which the Notes Securities may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so)Securities. The Issuer may, but Company will not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note Notes occurs prior to November September 15, 20252027, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date)Reference Period, such Note Notes to a financial institution designated by the Issuer us for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, cash or a combination of cash and shares of Common Stock or a combination thereof due upon conversion, all in accordance with as provided under Section 14.0213.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (orConversion Reference Period, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall we will notify in writing the Holder surrendering Notes for conversion conversion, the Trustee and the Conversion Agent that the Issuer has we have directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or (and deliver, as if applicable) the case may be, the cash, cash or combination of cash and shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver (and deliver, if applicable) such cash and/or or combination of cash and shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Reference Period. Any Notes exchanged by the designated financial institution will remain outstanding, subject to the Depositary’s applicable procedures of the Depositaryprocedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver (and deliver, if applicable) the related cash, cash or combination of cash and shares of Common Stock or a combination thereof, as the case may beStock, or if such designated financial institution does not accept the Notes for exchange, the Issuer shall we will convert the Notes and pay and/or (and deliver, as if applicable) the case may be, the cash, cash or combination of cash and shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day trading day of the applicable Observation Period Conversion Reference Period. (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Datec) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November January 15, 20252020, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or or, if the Issuer Company has elected Physical Settlement, on or prior to the Business second Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversionconversion (the “Financial Institution”). For so long as the Notes are subject to restrictions on transfer under the Securities Act, any such Financial Institution must be a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and for so long as the Notes are subject to restrictions on transfer under applicable Canadian securities laws, any such Financial Institution in Canada (if any is so designated) must be an “accredited investor” under applicable Canadian securities laws and otherwise meet the requirements for a transfer of such Notes pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. In order to accept any Notes surrendered for conversion, the designated financial institution Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof otherwise due upon conversion, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, by the close of business on the Business second Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), the Issuer shall Company will notify the Holder surrendering Notes for conversion that the Issuer Company has directed the designated financial institution Financial Institution to make an exchange in lieu of conversion. (b) . If the designated financial institution Financial Institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof otherwise due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or cash, shares of Common Stock or a combination thereof to such the Holder on the second third Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution Financial Institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution the Financial Institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof otherwise due upon conversion on the second third Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date) as set forth provided in Section 14.0214.01. The IssuerCompany’s designation of a financial institution the Financial Institution to which the Notes may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes (unless the financial institution Financial Institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution Financial Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or or, if the Issuer Company has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). The Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such exchange election and shall have no liability in respect of such exchange election. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify the Holder surrendering Notes for conversion conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Issuer Company has directed the designated financial institution to make an exchange Exchange in lieu Lieu of conversionConversion. (b) If the designated financial institution accepts any such Notes, it will shall pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will shall remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in accordance with Section 14.02. . (c) The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it the Company for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or or, if the Issuer Company has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock Ordinary Shares or a combination thereof due upon conversion, all in accordance with Section ‎Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify the Holder surrendering Notes for conversion that the Issuer Company has directed the designated financial institution to make an exchange Exchange in lieu Lieu of conversionConversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock Ordinary Shares or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock Ordinary Shares to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock Ordinary Shares or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock Ordinary Shares or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section accordance with ‎Section 14.02. . (c) The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it the Company for any such transaction.. ARTICLE 15 Repurchase of Notes at Option of Holders

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note its Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrender, be delivered on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Date to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, cash and shares of Common Stock or a combination thereof Stock, if any, due upon conversionconversion of such Notes, all as described in accordance with Section 14.02. By If the close of business on Company makes an Exchange Election, the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical SettlementCompany shall, by the close of business on the Business first Trading Day immediately following the relevant Conversion Date), notify in writing the Issuer shall notify Trustee, Conversion Agent and the Holder surrendering its Notes for conversion that it has made the Issuer has directed Exchange Election, and the Company shall notify the designated financial institution of the Cash Percentage it has elected with respect to make an exchange in lieu such conversion and the relevant deadline for payment of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, cash and delivery of shares of Common Stock or a combination thereof Stock, if any, due upon conversion to conversion. The Company, the Conversion AgentHolder surrendering its Notes for conversion, and the Conversion Agent shall pay and/or deliver cooperate to cause such cash and/or shares Notes to be delivered to the financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Exchange Election outside its control. Any Notes exchanged by the designated financial institution will institution, subject to Applicable Procedures, shall remain outstanding, subject to notwithstanding the applicable procedures surrender thereof by the Holder of the Depositarysuch Notes. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or the required cash or deliver the related cash, required shares of Common Stock or a combination thereofStock, as the case may beif any, due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay and/or deliver, as the case may be, required cash and deliver the cash, shares of Common Stock or a combination thereof Stock, if any, due upon conversion on to the second Business Day immediately following converting Holder at the last Trading Day of time and in the applicable Observation Period (or, manner required under this Indenture as if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02Company had not made an Exchange Election. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 144, when a Holder surrenders a Note for conversion conversion, and the Conversion Date for such Note occurs prior to November September 15, 20252023, the Issuer Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or if the Issuer Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.024.02. By the close Close of business Business on the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, by the close Close of business Business on the second Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify the Holder surrendering Notes for conversion that the Issuer Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or cash, shares of Common Stock (and cash in lieu of fractional shares) or combination thereof to such Holder on the second third Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, outstanding subject to the applicable procedures of the DepositaryApplicable Procedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of or Common Stock or a combination thereof due upon conversion on the second third Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date) as set forth in Section 14.024.02. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer Company to do so). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November February 15, 20252028, the Issuer Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or or, if the Issuer Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on or prior to the Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, to the Conversion Agent for payment to such Holder, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof otherwise due upon conversion, all in accordance with Section 14.02as provided under this Article 14. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer Company has elected to satisfy the related Conversion Obligation by Physical Settlement, by the close of business on the Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), the Issuer Company shall notify the Holder surrendering Notes for conversion that the Issuer it has directed the designated financial institution to make an exchange in lieu of conversion. (b) . If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth ), in Section 14.02accordance with this Article 14. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note its Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on at or prior to the Scheduled Trading Day immediately preceding 11:00 a.m. (New York City time) on the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the designated financial institution Designated Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversionconversion as described in Section 13.02 above (the “Conversion Consideration”). If the Company makes the election described above, all in accordance with Section 14.02. By the close of business Company shall, at or prior to 11:00 a.m. (New York City time) on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall notify notify, in writing, the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has made such Exchange Election, and the Company shall notify the Designated Institution of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Financial Institution as set forth in this Section 13.11). Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of the Depositary. Notwithstanding anything to the contrary in this Indenture or the Notes, any conversion settled in accordance to this Section 13.11 need not be settled with newly issued shares of Common Stock and any reference in this Indenture or the Notes to a requirement that the Issuer has directed Company issue shares of Common Stock in connection with such conversion will be deemed to be satisfied with the designated financial institution to make an exchange delivery of shares of Common Stock by the applicable Designated Institution in lieu of conversionaccordance with this Section 13.11. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer shall convert the Notes and pay and/or deliver, as the case may be, the cashrelated Conversion Consideration to the Conversion Agent, shares or if such Designated Institution does not accept such Notes for exchange, the Company shall, within the time period specified in Section 13.02(c), notify the Conversion Agent and the Holders surrendering their Notes and shall pay or deliver, as the case may be, the Conversion Consideration in accordance with the provisions of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, Section 13.02 as if the Issuer has elected Physical SettlementCompany had not made the Exchange Election. (c) For the avoidance of doubt, on in no event will the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution Designated Institution pursuant to which the Notes may be submitted for exchange does not this Section 13.11 require the financial institution such Designated Institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so)for exchange. The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution Designated Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Securities for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Securities to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes Securities surrendered for conversion, the designated financial institution must agree to pay and/or or deliver, as the case may be, to such Holder, in exchange for such NotesSecurities, all the amount of the cash, shares of Class A Common Stock or a combination thereof of cash and shares of Class A Common Stock, at the Company’s election, that would otherwise due upon conversion, all in accordance with as provided under Section 14.024.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify the Holder surrendering Notes Securities for conversion that the Issuer it has directed the designated financial institution to make an exchange in lieu of conversion. (b) . If the designated financial institution accepts any such NotesSecurities, it will shall pay and/or or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon related conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock consideration to such Holder on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the second Business Day immediately following the last Trading Day of the applicable relevant Observation Period (orPeriod, if in the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)case of any other Settlement Method. Any Notes Securities exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereofdeliver, as the case may be, the related conversion consideration, or if such designated financial institution does not accept the Notes Securities for exchange, the Issuer Company shall convert the Notes Securities and pay and/or or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof relevant conversion consideration due upon conversion on at the second Business Day immediately following time and in the last Trading Day of the applicable Observation Period (or, manner required under this Article 4 as if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02Company had not made an exchange election. The IssuerCompany’s designation of a financial institution to which the Notes Securities may be submitted for exchange does not require the financial institution to accept any Notes Securities (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15January 1, 20252019, the Issuer Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or or, if the Issuer Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on or prior to the Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, to the Conversion Agent for payment to such Holder, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof otherwise due upon conversion, all in accordance with Section 14.02as provided under this Article 14. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer Company has elected to satisfy the related Conversion Obligation by Physical Settlement, by the close of business on the Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), the Issuer Company shall notify the Holder surrendering Notes for conversion that the Issuer it has directed the designated financial institution to make an exchange in lieu of conversion. (b) . If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date) as set forth ), in Section 14.02accordance with this Article 14. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note Notes occurs prior to November January 15, 2025, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Conversion Reference Period (or or, if the Issuer has we have elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer us for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with as provided under Section 14.0213.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Conversion Reference Period (or, if the Issuer has we have elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall we will notify in writing the Holder surrendering Notes for conversion conversion, the Trustee and the Conversion Agent that the Issuer has we have directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Conversion Reference Period (or, if the Issuer has we have elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the Depositary’s applicable procedures of the Depositaryprocedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer shall we will convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day trading day of the applicable Observation Conversion Reference Period (or, if the Issuer has we have elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). (c) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 144, when a Holder surrenders a Note for conversion conversion, and the Conversion Date for such Note occurs prior to November March 15, 20252028, the Issuer Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or if the Issuer Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.024.02. By the close Close of business Business on the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, by the close Close of business Business on the second Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Issuer Company has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or cash, shares of Common Stock (and cash in lieu of fractional shares) or combination thereof to such Holder on the second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, Outstanding subject to the applicable procedures of the DepositaryApplicable Procedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of or Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.024.02. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer Company to do so). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer may, at its election, Company may direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date)Period, such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as to the case may beConversion Agent for payment to such Holder, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof cash due upon conversion, all in accordance with Section 14.02as provided under this Article 14. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date)Period, the Issuer Company shall notify the Holder surrendering Notes for conversion that the Issuer it has directed the designated financial institution to make an exchange in lieu of conversion. (b) . If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof cash due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Period. Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof cash due upon conversion on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (orPeriod, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02accordance with this Article 14. The Issuer’s Company's designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable relevant Observation Period (or if if, following the Issuer has Company’s receipt of Stockholder Approval, the Company shall have elected Physical SettlementSettlement in respect of such conversion, on or prior to the second Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with as provided under Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable relevant Observation Period (oror if, if following the Issuer has Company’s receipt of Stockholder Approval, the Company shall have elected Physical SettlementSettlement in respect of such conversion, by the close of business on the second Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify the Conversion Agent and the Holder surrendering Notes for conversion that the Issuer it has directed the designated financial institution to make an exchange in lieu of conversion. (b) . If the designated financial institution accepts any such Notes, it will shall pay and/or or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver or deliver, as the case may be, such cash and/or cash, shares of Common Stock or a combination thereof to such Holder on the second third Business Day immediately following the last VWAP Trading Day of the applicable relevant Observation Period (oror if, if following the Issuer has Company’s receipt of Stockholder Approval, the Company shall have elected Physical SettlementSettlement in respect of such conversion, on the second third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver or deliver, as the case may be, the full amount of the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes Securities and pay and/or or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second third Business Day immediately following the last VWAP Trading Day of the applicable relevant Observation Period (oror if, if following the Issuer has Company’s receipt of Stockholder Approval, the Company shall have elected Physical SettlementSettlement in respect of such conversion, on the second third Business Day immediately following the relevant Conversion Date) as set forth ), in Section 14.02accordance with this Article 14. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange in lieu of conversion does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note its Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversionconversion as described in ‎Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical SettlementCompany shall, by the close of business on the Business Day immediately following the relevant Conversion Date), notify in writing the Holder surrendering its Notes for conversion, the Issuer Trustee and the Conversion Agent (if other than the Trustee) that the Company has made the Exchange Election and the Company shall notify the Holder surrendering Notes designated institution of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for conversion that payment and/or delivery of the Issuer has directed the designated financial institution to make an exchange in lieu of conversionConversion Consideration. (b) If the designated financial institution accepts any such Notes, it will shall pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the DepositaryThe Depository Trust Company (“DTC”). If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may beConversion Consideration, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following deliver the relevant Conversion DateConsideration as if the Company had not made an Exchange Election. (c) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial such institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so)Notes. The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Securities for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer may, at its election, Company may direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), surrender such Note Securities to a financial institution designated by the Issuer Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Notes Securities surrendered for conversion, the designated financial institution Designated Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cashSecurities, shares of Common Stock based upon the applicable Conversion Rate or a combination thereof of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion, all in accordance with as determined under Section 14.0212.01(d). By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day start of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date)Period, the Issuer shall Company will notify the Holder surrendering Notes Securities for conversion that the Issuer (i) it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion and (ii) whether the Designated Institution will deliver, upon exchange, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion. (b) , as determined under Section 12.01(d). If the designated financial institution Designated Institution accepts any such NotesSecurities, it will pay and/or deliverdeliver the appropriate number of shares of Common Stock or cash and shares of Common Stock, if applicable, as the case may be, to the cash, Conversion Agent and the Conversion Agent will deliver those shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, cash and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (orStock, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereofapplicable, as the case may be, to the Holder. Any Securities exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Securities for exchange but does not timely deliver the related consideration, or if such designated financial institution Designated Institution does not accept the Notes Securities for exchange, the Issuer shall Company will, as promptly as practical thereafter convert the Notes and pay and/or deliver, as the case may be, the cash, Securities into shares of Common Stock or a combination thereof due upon conversion cash and shares of Common Stock, if applicable, in accordance with the election made by the Company in the initial notice to the Holders surrendering the Securities and based on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in determined under Section 14.0212.01(d). The IssuerCompany’s designation of a financial institution to which the Notes Securities may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so)Securities. The Issuer may, but Company will not be obligated pay any consideration to, or otherwise enter into a separate any agreement with, the Designated Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of anything in this Article 14Indenture to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant applicable Conversion DateDate (assuming for purposes of this Section 13.10, and for the purpose of determining the related Observation Period, that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such Note Notes to a financial institution designated by the Issuer Company (a “Financial Institution”) for exchange in lieu of conversion. . (b) In order to accept any such Notes surrendered for conversion, the designated financial institution Financial Institution must agree to pay and/or deliver, as the case may bepay, in exchange for such Notes, all of cash equal to the cash, shares of Common Stock or a combination thereof consideration due upon conversion, all conversion as provided in accordance with Section 14.02. 13.03. (c) By the close Close of business Business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant applicable Conversion Date), the Issuer shall Company must notify the Holder surrendering Notes for conversion that the Issuer it has directed the designated financial institution Financial Institution to make an exchange in lieu of conversion. (bd) If the designated financial institution Financial Institution accepts any such Notes, it will pay and/or deliver, as deliver the case may be, the cash, shares appropriate amount of Common Stock or a combination thereof cash due upon conversion to the Conversion Agent, Agent and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such the Holder on the second Business third Scheduled Trading Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Period. Any Notes exchanged by the designated financial institution such Financial Institution will remain outstanding, subject to the applicable procedures of the Depositary. . (e) If the designated financial institution such Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may becash consideration, or if such designated financial institution Financial Institution does not accept the Notes for exchange, the Issuer shall convert the Notes and pay and/or deliverCompany will, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business third Scheduled Trading Day immediately following the last Trading Day day of the applicable Observation Period Period, convert the Notes into cash pursuant to Section 13.03 (or, if the Issuer has elected Physical Settlement, based on the second Business Day immediately following the relevant such assumed Conversion Date) Date as set forth in Section 14.02described above). The IssuerCompany’s designation of a financial institution Financial Institution to which the Notes may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes (unless the financial institution Financial Institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any the designated financial institution Financial Institution that would compensate it for any such transactiontransactions. Except as otherwise provided in the Indenture, the Company will be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Price of the Common Stock, accrued Interest payable on the Notes and the Conversion Rate of the Notes. The Company will make all these calculations in good faith and, absent manifest error, its calculations will be final and binding on Noteholders. The Company will provide a schedule of the Company’s calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of its calculations without independent verification. The Trustee will forward the Company’s calculations to any Noteholder upon the request of that Noteholder.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of anything in this Article 14Indenture to the contrary, when a Holder holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer may, at its election, Company may direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day commencement of the applicable relevant Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date)Period, such Note Notes to a financial institution designated by the Issuer Company (a “Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall notify the Holder surrendering Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (b) In order to accept any such Notes surrendered for conversion, the Financial Institution must agree to deliver, in exchange for such Notes, cash and shares of Common Stock, if any, equal to the consideration due upon conversion as provided in Section 13.02. (c) By the Close of Business on the Trading Day immediately preceding the start of the Observation Period, the Company must notify the holder surrendering Notes for conversion that it has directed the Financial Institution to make an exchange in lieu of conversion and such Financial Institution must notify the Conversion Agent of the cash and shares of Common Stock, if any, to be delivered upon exchange. (d) If the designated financial institution Financial Institution accepts any such Notes, it will pay and/or deliver, as deliver the case may be, the cash, appropriate amount of cash and appropriate number of shares of Common Stock or a combination thereof due upon conversion Stock, if any, to the Conversion Agent, Agent and the Conversion Agent shall pay and/or will deliver such the cash and/or and shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (orStock, if any, to the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)holder. Any Notes exchanged by the designated financial institution such Financial Institution will remain outstanding, subject to the applicable procedures of the Depositary. . (e) If the designated financial institution such Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may beconsideration, or if such designated financial institution Financial Institution does not accept the Notes for exchange, the Issuer shall convert the Notes and pay and/or deliverCompany will, as promptly as practical thereafter, but not later than the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business third Trading Day immediately following the last Trading Day day of the applicable Observation Period (orPeriod, convert the Notes into cash and shares, if any, of Common Stock, pursuant to Section 13.02. In no event will the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution Financial Institution pursuant to which the Notes may be submitted for exchange does not this Section 13.10 require the financial institution such Financial Institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so)for exchange. The Issuer may, but will Company shall not be obligated to pay any consideration to, or otherwise enter into any agreement or arrangement with, a separate agreement Financial Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation pursuant to this Section 13.10.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Scheduled second Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely deliver, in exchange for such Notes, cash up to the aggregate principal amount of the Notes to be converted and pay and/or or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, as the case may be, due upon conversionconversion at the time and in the manner provided in this Article 14. If the Company makes an Exchange Election, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical SettlementCompany shall, by the close of business on the Business second Trading Day immediately following the relevant Conversion Date), notify the Issuer shall notify Conversion Agent and the Holder surrendering Notes for conversion that the Issuer Company has directed made the Exchange Election and the Company shall notify the Conversion Agent and the designated financial institution of the settlement method and Cash Percentage the Company has elected with respect to make an exchange the portion of the Company’s conversion obligation in lieu excess of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliverprincipal portion of the Notes being converted in cash and the relevant deadline for payment of cash up to the aggregate principal amount of the Notes to be converted and payment or delivery, as the case may be, the of cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, of cash and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on Stock, as the second Business Day immediately following the last Trading Day of the applicable Observation Period (orcase may be, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)due upon conversion. Any Notes exchanged by the designated financial institution will shall remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver cash up to the related aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination thereofof cash and shares of Common Stock, as the case may be, or if such designated financial institution does not accept the Notes notes for exchange, the Issuer Company shall convert pay cash up to the aggregate principal amount of the Notes to be converted and pay and/or or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, as the case may be, due upon conversion on to the second Business Day immediately following converting Holder at the last Trading Day of time and in the applicable Observation Period (or, manner provided in this Article 14 as if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02Company had not made an Exchange Election. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrendersurrender of, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer Company shall notify the Holder surrendering Notes for conversion conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Issuer Company has directed the designated financial institution to make an exchange Exchange in lieu Lieu of conversionConversion. (b) If the designated financial institution accepts any such Notes, it will shall pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by , except that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding the Maturity Date with respect to which the Company has elected Physical Settlement, the designated financial institution will remain outstanding, subject to shall settle any such conversion on the applicable procedures of the DepositaryMaturity Date). If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date, except that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding the Maturity Date with respect to which the Company has elected Physical Settlement, the Company shall settle any such conversion on the Maturity Date) as set forth in accordance with Section 14.02. . (c) The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it the Company for any such transaction. Any Notes exchanged by any designated financial institution pursuant to this Section 14.12 shall remain outstanding, notwithstanding the surrender of such Notes and shall be subject to the applicable procedures of the Depositary. (d) The Company, the Conversion Agent and the Holders surrendering their Notes for conversion shall cooperate to cause such Notes to be delivered to the designated financial institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instructions in connection with effecting any exchange election and shall have no liability for any such exchange election outside of its control.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or or, if the Issuer Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Note notes to a financial institution designated by the Issuer Company for exchange in lieu of conversionconversion (the “Financial Institution”). In order to accept any Notes surrendered for conversion, the designated financial institution Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.0210.03 above. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day trading day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant Conversion Date), the Issuer shall Company will notify the Holder surrendering Notes notes for conversion that the Issuer Company has directed the designated financial institution Financial Institution to make an exchange in lieu of conversion. (b) . If the designated financial institution Financial Institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of or Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such the Holder on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution Financial Institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution the Financial Institution does not accept the Notes for exchange, the Issuer shall Company shall, as promptly as practical thereafter, convert the Notes and pay and/or deliver, as the case may be, the cash, shares of or Common Stock or a combination thereof due upon conversion on the second third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer Company has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date) as set forth provided in Section 14.0210.03 above. The IssuerCompany’s designation of a financial institution the Financial Institution to which the Notes may be submitted for exchange does not require the financial institution Financial Institution to accept any Notes (unless the financial institution Financial Institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution Financial Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision When a Noteholder surrenders Notes for conversion prior to March 15, 2014, the Company may, no later than the close of this Article 14, when a Holder surrenders a Note business on the VWAP Trading Day immediately following the date the Notes are tendered for conversion and all other applicable requirements as set forth under Section 15.02 have been satisfied (the Conversion Date for such Note occurs prior to November 15, 2025, the Issuer may, at its election“Exchange Submission Date”), direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), surrender such Note Notes to a financial institution designated by the Issuer Company (a “Financial Institution”) for exchange in lieu of conversion. The Company must notify such Financial Institution of the Conversion Period for such Notes. (b) In order to accept any Notes surrendered for conversionsuch Notes, the designated financial institution Financial Institution must agree with the converting Noteholder in accordance with customary procedures for secondary market trading on or prior to pay and/or the close of business on the VWAP Trading Day immediately following the Exchange Submission Date (the “Exchange Acceptance Date”), to deliver, as the case may be, in exchange for such Notes, all cash equal to the Principal Return and, if applicable, a number of shares of the cash, shares of Common Stock or equal to the Net Shares, plus cash for any fractional shares and any increase to the Conversion Obligation as a combination thereof result of the Additional Shares to be added to the Conversion Rate, as set forth in Section 15.01(d), due upon conversionconversion as set forth in Section 15.02(a), all in accordance with Section 14.02. By except that the close of business on applicable Conversion Period shall be the Scheduled 20 consecutive VWAP Trading Day immediately preceding period beginning on and including the first fifth VWAP Trading Day of after the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Exchange Acceptance Date), the Issuer shall notify the Holder surrendering Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (bc) If the designated financial institution Financial Institution accepts any such Notes, it will pay and/or deliverwill, as no later than the case may bethird Business Day following the last day of the Conversion Period for such Notes, deliver the cash, appropriate number of shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, (and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (orcash, if the Issuer has elected Physical Settlementany), on the second Business Day immediately following the relevant Conversion Date)or cash in lieu thereof, in accordance with customary settlement procedures. Any Notes exchanged by the designated financial institution Financial Institution will remain outstanding, subject and notwithstanding anything to the applicable procedures contrary, will not be deemed to be “converted” for purposes of the DepositaryIndenture. If no Financial Institution accepts any Notes surrendered for exchange by the designated financial institution Exchange Acceptance Date, a Conversion Date will be deemed to have occurred on the date the Notes were tendered for conversion and all other applicable requirements as set forth under Section 15.02 were satisfied, and the Company will convert the Notes into cash and, if applicable, shares of the Common Stock as set forth under Section 15.02(a). (d) If the Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cashconsideration, a Conversion Date will be deemed to have occurred on the Trading Day immediately following the date such consideration was due by such Financial Institution and the Company will convert the Notes into cash and shares of the Common Stock or based on such Conversion Date and a combination thereof, new Conversion Period that commences on the third scheduled VWAP Trading Day immediately after such Conversion Date as set forth under Section 15.02(a). (e) The Company’s designation of a Financial Institution pursuant to this Section 15.03 does not require the case may beFinancial Institution to accept any Notes. The Company will not pay any consideration to, or if otherwise enter into any arrangement with, the Financial Institution for or with respect to such designated financial institution designation pursuant to this Section 15.03. (f) Noteholders have no ability to select the Financial Institution that may be willing to accept any Notes for exchange pursuant to this Section 15.03. Accordingly, Noteholders will be assuming the risk that such Financial Institution does not perform its obligation to Noteholders once it has agreed with Noteholders to accept the Notes for exchange. In such event, the Issuer shall convert Company will accept such Notes for conversion as described in this Section 15.03, but the Company will not compensate Noteholders for any losses Noteholders may incur as a result of such Financial Institution’s failure to perform, including any loss to the consideration Noteholders would have received as a result of a decline in the price of the Common Stock after the Notes are tendered for conversion and pay and/or deliver, as prior to the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day end of the applicable Observation new Conversion Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The Issuerthat arises due to such Financial Institution’s designation of a financial institution failure to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so). The Issuer may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionperform.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note its Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversionconversion as described in Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical SettlementCompany shall, by the close of business on the Business Day immediately following the relevant Conversion Date), notify in writing the Holder surrendering its Notes for conversion, the Issuer Trustee and the Conversion Agent (if other than the Trustee) that the Company has made the Exchange Election and the Company shall notify the Holder surrendering Notes designated institution of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for conversion that payment and/or delivery of the Issuer has directed the designated financial institution to make an exchange in lieu of conversionConversion Consideration. (b) If the designated financial institution accepts any such Notes, it will shall pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the DepositaryThe Depository Trust Company (“DTC”). If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may beConversion Consideration, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following deliver the relevant Conversion DateConsideration as if the Company had not made an Exchange Election. (c) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial such institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so)Notes. The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding If at any other provision of this Article 14, time when a Holder surrenders a Note Securities for conversion and the Conversion Date for such Note occurs prior to November 15, 2025, the Issuer may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day Stated Maturity of the applicable Observation Period Securities, the Company: (or if the Issuer i) has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note to designated a financial institution designated by the Issuer for exchange in lieu of conversion. In order (a “Designated Institution”) to accept any Notes surrendered for conversionaccept, the designated financial institution must agree to pay and/or deliversolely at its option, as the case may be, such Securities in exchange for such Notes, all of the cash, cash and shares of Common Stock or a combination thereof Stock, if any, equal to the consideration due upon conversion, all conversion as provided in accordance with Section 14.02. By 8.02; and (ii) notifies the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, Holder surrendering such Securities for conversion by the close of business on the Business second Trading Day immediately following after the relevant Conversion Date), the Issuer shall notify the Holder surrendering Notes for conversion that the Issuer it has directed the designated financial institution Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company may direct the Conversion Agent to surrender such Securities, on or prior to the commencement of the applicable Observation Period to the Designated Institution for exchange in lieu of conversion. (b) If the designated financial institution Designated Institution accepts any such NotesSecurities surrendered for exchange, it will pay and/or shall notify the Conversion Agent whether it shall deliver, as the case may beupon exchange, the cash, an amount in cash or a combination of an amount in cash and a number of shares of Common Stock or a combination thereof due upon conversion and shall deliver such amount in cash and number of shares of Common Stock, if any, as specified in Section 8.02 to the Conversion Agent and the Stock Transfer Agent (in the case of shares of Common Stock) and the Conversion Agent, and the Conversion Agent Stock Transfer Agent, if applicable, shall pay and/or deliver such amount in cash and/or and number of shares of Common Stock Stock, if any, to such Holder the converting Holder, on the second third Business Day immediately following the last Trading Day day of the applicable Observation Period (orPeriod, if which delivery shall be deemed to satisfy the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Company’s conversion obligations under this Article 8 with respect to such Holder. Any Notes Securities so exchanged by the designated financial institution will such Designated Institution shall remain outstanding, subject to the applicable procedures of the Depositary. Outstanding for all purposes under this Indenture. (c) If the designated financial institution Designated Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as consideration to the case may beConversion Agent, or if such designated financial institution the Designated Institution does not accept the Notes such Securities for exchange, the Issuer shall convert the Notes and pay and/or deliverCompany shall, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second third Business Day immediately following the last Trading Day day of the applicable Observation Period (orPeriod, convert such Securities into cash and shares of Common Stock, if any, in accordance with the Issuer has elected Physical Settlementprovisions of Section 8.02. (d) For the avoidance of doubt, on in no event will the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 8.12 require the such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so). The Issuer may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it Securities for any such transactionexchange.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its electionunless it has called the relevant Notes for redemption, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the date two Business Day immediately Days following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. The Company must notify such financial institution of the applicable Conversion Date. In order to accept any Notes surrendered for conversionsuch Notes, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all a number of the cash, shares of Common Stock equal to the Conversion Rate in effect at such time, or at its option, cash or a combination thereof due upon conversionof cash and shares of Common Stock in lieu thereof, all in accordance with Section 14.02. By the close of business calculated based on the Scheduled Trading Day immediately preceding Average Price, plus cash for any fractional shares and any Early Conversion Make Whole Amount the first Trading Day of the applicable Observation Period (or, Company would have been required to pay pursuant to Section 10.08 if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall notify the Holder surrendering Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (b) it had converted such Notes. If the designated financial institution accepts any such Notes, it will pay and/or deliver, as deliver the case may be, the cash, appropriate number of shares of Common Stock (and cash, if any), or a combination thereof due upon conversion cash in lieu thereof, to the Conversion Agent, Agent and the Conversion Agent shall will deliver those shares or cash to the Holder. Such designated institution will also deliver cash equal to any Early Conversion Make Whole Amount the Company would have been required to pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, pursuant to Section 10.08 if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)it had converted its Notes. Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cashconsideration, the Company will, as promptly as practical thereafter, but not later than the third Business Day following (1) the Conversion Date, or (2) if the designated institution elects to deliver cash or a combination of cash and shares of Common Stock or a combination thereofStock, as the case may bedetermination of the Average Price, or if such designated financial institution does not accept convert the Notes and deliver shares of Common Stock, or, at the Company's option cash in lieu thereof based on such Average Price, along with any applicable Early Conversion Make Whole Amount. If the designated institution declines to accept any Notes surrendered for exchange, the Issuer shall Company will convert the those Notes and pay and/or deliver, as the case may be, the cash, into shares of Common Stock Stock, or a combination cash in lieu thereof due upon conversion on at the second Business Day immediately following the last Trading Day option of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The Issuer’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so). The Issuer may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionCompany.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision When a Noteholder surrenders Notes for conversion prior to March 15, 2014, the Company may, no later than the close of this Article 14, when a Holder surrenders a Note business on the VWAP Trading Day immediately following the date the Notes are tendered for conversion and all other applicable requirements as set forth under Section 15.02 have been satisfied (the Conversion Date for such Note occurs prior to November 15, 2025, the Issuer may, at its election"EXCHANGE SUBMISSION DATE"), direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), surrender such Note Notes to a financial institution designated by the Issuer Company (a "FINANCIAL INSTITUTION") for exchange in lieu of conversion. The Company must notify such Financial Institution of the Conversion Period for such Notes. (b) In order to accept any Notes surrendered for conversionsuch Notes, the designated financial institution Financial Institution must agree with the converting Noteholder in accordance with customary procedures for secondary market trading on or prior to pay and/or the close of business on the VWAP Trading Day immediately following the Exchange Submission Date (the "EXCHANGE ACCEPTANCE DATE"), to deliver, as the case may be, in exchange for such Notes, all cash equal to the Principal Return and, if applicable, a number of shares of the cash, shares of Common Stock or equal to the Net Shares, plus cash for any fractional shares and any increase to the Conversion Obligation as a combination thereof result of the Additional Shares to be added to the Conversion Rate, as set forth in Section 15.01(d), due upon conversionconversion as set forth in Section 15.02(a), all in accordance with Section 14.02. By except that the close of business on applicable Conversion Period shall be the Scheduled 20 consecutive VWAP Trading Day immediately preceding period beginning on and including the first fifth VWAP Trading Day of after the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Exchange Acceptance Date), the Issuer shall notify the Holder surrendering Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (bc) If the designated financial institution Financial Institution accepts any such Notes, it will pay and/or deliverwill, as no later than the case may bethird Business Day following the last day of the Conversion Period for such Notes, deliver the cash, appropriate number of shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, (and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (orcash, if the Issuer has elected Physical Settlementany), on the second Business Day immediately following the relevant Conversion Date)or cash in lieu thereof, in accordance with customary settlement procedures. Any Notes exchanged by the designated financial institution Financial Institution will remain outstanding, subject and notwithstanding anything to the applicable procedures contrary, will not be deemed to be "converted" for purposes of the DepositaryIndenture. If no Financial Institution accepts any Notes surrendered for exchange by the designated financial institution Exchange Acceptance Date, a Conversion Date will be deemed to have occurred on the date the Notes were tendered for conversion and all other applicable requirements as set forth under Section 15.02 were satisfied, and the Company will convert the Notes into cash and, if applicable, shares of the Common Stock as set forth under Section 15.02(a). (d) If the Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cashconsideration, a Conversion Date will be deemed to have occurred on the Trading Day immediately following the date such consideration was due by such Financial Institution and the Company will convert the Notes into cash and shares of the Common Stock or based on such Conversion Date and a combination thereof, new Conversion Period that commences on the third scheduled VWAP Trading Day immediately after such Conversion Date as set forth under Section 15.02(a). (e) The Company's designation of a Financial Institution pursuant to this Section 15.03 does not require the case may beFinancial Institution to accept any Notes. The Company will not pay any consideration to, or if otherwise enter into any arrangement with, the Financial Institution for or with respect to such designated financial institution designation pursuant to this Section 15.03. (f) Noteholders have no ability to select the Financial Institution that may be willing to accept any Notes for exchange pursuant to this Section 15.03. Accordingly, Noteholders will be assuming the risk that such Financial Institution does not perform its obligation to Noteholders once it has agreed with Noteholders to accept the Notes for exchange. In such event, the Issuer shall convert Company will accept such Notes for conversion as described in this Section 15.03, but the Company will not compensate Noteholders for any losses Noteholders may incur as a result of such Financial Institution's failure to perform, including any loss to the consideration Noteholders would have received as a result of a decline in the price of the Common Stock after the Notes are tendered for conversion and pay and/or deliver, as prior to the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day end of the applicable Observation new Conversion Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The Issuer’s designation of a financial institution that arises due to which the Notes may be submitted for exchange does not require the financial institution such Financial Institution's failure to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so). The Issuer may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionperform.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note its Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent cause such Notes to surrender, be delivered on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Date to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or timely deliver, as the case may be, in exchange for such Notes, all the cash, shares of Common Stock or combination thereof due upon conversion as described in Section 14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion in writing that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall notify the Holder surrendering its Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver cooperate to cause such cash and/or shares Notes to be delivered to the financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Exchange Election outside its control. Any Notes exchanged by the designated financial institution will shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes and will be subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related required cash, shares of Common Stock or a combination thereof, as the case may bethereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and shall pay and/or deliver, as deliver the case may be, the required cash, shares of Common Stock or a combination thereof due upon conversion on to the second Business Day immediately following converting Holder at the last Trading Day of time and in the applicable Observation Period (or, manner required under this Indenture as if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02Company had not made an Exchange Election. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the that financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Securities for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer may, at its election, Company may direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day date of determination of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date)Average Price for such Securities, such Note Securities to a financial institution designated by the Issuer Company (a "FINANCIAL INSTITUTION") for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall notify the Holder surrendering Notes for conversion that the Issuer has directed the designated financial institution to make an exchange in lieu of conversion. (b) In order to accept any such Securities surrendered for conversion, the Financial Institution must agree to deliver, in exchange for such Securities, a number of shares of Common Stock equal to the applicable Conversion Rate in effect at such time, plus cash for any fractional shares, or cash or a combination of cash and shares of Common Stock in lieu thereof, at the option of the Financial Institution. Any cash amounts will be based on the Average Price. (c) If the designated financial institution Financial Institution accepts any such NotesSecurities, it will pay and/or deliver, as deliver the case may be, the cash, appropriate number of shares of Common Stock or a cash, or any combination thereof due upon conversion thereof, to the Conversion Agent, Agent and the Conversion Agent shall pay and/or will deliver such cash and/or those shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related or cash, shares of Common Stock or a combination thereof, as the case may be, to the Holder. Any Securities exchanged by such Financial Institution will remain outstanding. (d) If such Financial Institution agrees to accept any Securities for exchange but does not timely deliver the related consideration, or if such designated financial institution Financial Institution does not accept the Notes Security for exchange, the Issuer shall Company will, as promptly as practical thereafter, but not later than the third Business Day following the determination of the Average Price, convert the Notes Securities into cash and pay and/or delivershares, as the case may beif any, the cash, shares of Common Stock or a combination thereof due upon conversion on Stock, pursuant to Section 12.01(c). (e) In no event will the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) as set forth in Section 14.02. The Issuer’s Company's designation of a financial institution Financial Institution pursuant to which the Notes may be submitted for exchange does not this Section 12.08 require the financial institution such Financial Institution to accept any Notes (unless Securities for exchange. If the financial institution has separately made an agreement with Financial Institution declines to accept any Securities surrendered for exchange, the Issuer Company will convert those Securities into cash and shares, if any, of Common Stock, pursuant to do soSection 12.01(c). The Issuer may, but will Company shall not be obligated to pay any consideration to, or otherwise enter into any agreement or arrangement with, a separate agreement Financial Institution for or with any designated financial institution that would compensate it for any respect to such transactiondesignation pursuant to this Section 12.08.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer may, at its election, Company may direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant applicable Conversion DateDate (assuming for purposes of this Section 13.10, and for the purpose of determining the related Observation Period, that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such Note Notes to a financial institution designated by the Issuer Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as to the case may beConversion Agent for payment to such Holder, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof cash due upon conversion, all in accordance with Section 14.02as provided under this Article 13. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant applicable Conversion Date), the Issuer shall Company will notify the Holder surrendering Notes for conversion that the Issuer it has directed the designated financial institution to make an exchange in lieu of conversion. (b) . If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof cash due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business third Scheduled Trading Day immediately following the last Trading Day of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date)Period. Any Notes exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof cash due upon conversion on the second Business third Scheduled Trading Day immediately following the last Trading Day day of the applicable Observation Period Period, in accordance with this Article 13 (or, if the Issuer has elected Physical Settlement, based on the second Business Day immediately following the relevant such assumed Conversion Date) Date as set forth in Section 14.02described above). The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will is not be obligated to, enter into a separate agreement with any the designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14anything herein to the contrary, when a Holder surrenders a Note Securities for conversion and the Conversion Date for such Note occurs prior to November 15, 2025conversion, the Issuer may, at its election, Company may direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day commencement of the applicable Observation Period (or if the Issuer has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date)Period, such Note Securities to a financial institution designated by the Issuer Company for exchange in lieu of conversion. . (b) In order to accept any Notes Securities surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as deliver to the case may beConversion Agent for delivery to such Holder, in exchange for such NotesSecurities to be delivered to such designated institution by the Conversion Agent, all cash or a combination of the cash, cash and shares of Common Stock or a combination thereof equal to the consideration otherwise due upon conversion, all in accordance with Section 14.02. as provided under this Article 5 (assuming for this purpose and for the purpose of determining the related Observation Period that the date such Holder surrenders such Securities for conversion is the Conversion Date for such Securities) at the sole option of the designated institution and as is designated to the Conversion Agent by the Company. (c) By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day start of the applicable Observation Period (or, if the Issuer has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date)Period, the Issuer shall Company will notify the Holder surrendering Notes Securities for conversion that the Issuer it has directed the designated financial institution to make an exchange in lieu of conversionconversion and such designated institution will be required to notify the Conversion Agent, who will then notify the Holder, whether it will deliver, upon exchange, all cash or a combination of cash and shares of Common Stock (by specifying a Cash Percentage as provided under this Article 5). (bd) If the designated financial institution accepts any such NotesSecurities, it will pay and/or deliverdeliver cash and, as the case may beif applicable, the cash, shares appropriate number of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder the Conversion Agent on the second Business Day immediately following the last Trading Day date such cash and shares of the applicable Observation Period (orCommon Stock, if any, would otherwise be due as set forth in this Article 5 and the Issuer has elected Physical Settlement, on Conversion Agent will promptly deliver the second Business Day immediately following the relevant Conversion Date)cash and those shares to Holders. Any Notes Securities exchanged by the designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the designated financial institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may becash consideration, or if such designated financial institution does not accept the Notes Securities for exchange, the Issuer shall convert Company shall, no later than the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second third Business Day immediately following the last Trading Day day of the applicable related Observation Period (orPeriod, convert the Securities into cash and shares of Common Stock, if any, in accordance with this Article 5 (based on such assumed Conversion Date as described above and the Issuer has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Datespecified Cash Percentage as described above). (e) as set forth in Section 14.02. The IssuerCompany’s designation of a financial an institution to which the Notes Securities may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do so). The Issuer may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactionSecurities.

Exchange in Lieu of Conversion. (a) Notwithstanding any other provision of this Article 14, when When a Holder surrenders a Note Notes for conversion and the Conversion Date for such Note Notes occurs prior to November March 15, 2025, the Issuer Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Conversion Reference Period (or or, if the Issuer has we have elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Note Notes to a financial institution designated by the Issuer us for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with as provided under Section 14.0213.02. By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Conversion Reference Period (or, if the Issuer has we have elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion Date), the Issuer shall we will notify in writing the Holder surrendering Notes for conversion conversion, the Trustee and the Conversion Agent that the Issuer has we have directed the designated financial institution to make an exchange in lieu of conversion. (b) If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall will pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Conversion Reference Period (or, if the Issuer has we have elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding, subject to the Depositary’s applicable procedures of the Depositaryprocedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Issuer shall we will convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day trading day of the applicable Observation Conversion Reference Period (or, if the Issuer has we have elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). (c) as set forth in Section 14.02. The IssuerCompany’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Issuer to do soCompany). The Issuer Company may, but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.