Common use of No Adjustment Clause in Contracts

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;10.06; or (vi) solely for a change in the par value of the shares of Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 10.06 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that (i) on December 31 of each year and (ii) notwithstanding if the foregoingSecurities have been converted pursuant to Section 10.01, all such deferred adjustments that have not yet been made shall be made (including then, in each case, any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section 10.07 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as that holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Ex-Date or effective dateEffective Date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by the principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described (a) Subject to approval of the TSX, no adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted:required if Holders may participate in the transactions set forth in section 7.1 above (to the same extent as if the Debentures had been converted into Common Shares immediately prior to such transactions) without converting the Debentures held by such Holders. Any such participation in a transaction will be subject to the prior approval of the TSX. (ib) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Rate as last adjusted; provided, however, that any adjustments which would be required to be made but for this section 7.2(b) shall be carried forward and taken into account in any subsequent adjustment. The Issuer shall adjust for any carry forward amount upon conversion regardless of the issuance 1% threshold. All calculations under this Article 7 shall be made to the nearest cent or to the nearest one-ten thousandth of any a share, as the case may be, with one half cent and 0.00005 of a share, respectively, being rounded upward. (c) No adjustment in the Conversion Rate shall be required for issuances of Common Stock Shares pursuant to any present or future an Issuer plan providing for the reinvestment of dividends or interest payable on interest. Except as expressly provided in section 7.1, no adjustment in the Company’s securities and the investment of additional optional amounts in shares Conversion Rate shall be required for issuances of Common Stock under Shares or any plan; (ii) upon Convertible Securities, including the issuance of any shares of Common Stock Shares or options or rights to purchase those shares Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) Issuer, upon the issuance of any Common Stock Shares pursuant to any option, warrantwarrant or right, right or exercisable, exercise of any exchangeable or convertible security not described in clause (ii) above and outstanding as of the date Issue Date, and repurchases by the Securities were first issued;Issuer of Common Shares not expressly discussed in this Article 7. (ivd) for accrued and unpaid interest, if any; (v) repurchases of Common Stock To the extent that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities Debentures become convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securitiesreceive cash, except as described in Section 10.06. No no adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms thereafter as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holdercash.

No Adjustment. (a) No adjustment in the Conversion Rate shall be required if Holders may participate in the transactions set forth in Section 4.06 above (to the same extent as if the Securities had been converted into Conversion Shares immediately prior to the time at which eligibility is determined for such transactions) without converting the Securities held by such Holders. (b) The Conversion Rate shall will not be adjusted for any transaction or event other than for any transaction or event described except as specifically set forth in this Article 10Section 4.06. Without limiting the foregoing, the Conversion Rate shall will not be adjustedadjusted for: (i1) upon the issuance of any Common Stock Conversion Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock the Company’s common stock under any plan; (ii2) upon the issuance of any shares of Common Stock Conversion Shares or options or rights to purchase those shares pursuant to any present or future employee, director director, trustee or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries ; (or 3) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock Conversion Shares pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv4) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common StockConversion Shares; orand (vii5) for the issuance of Common Stock accumulated and unpaid dividends or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. distributions. (c) No adjustment in the Conversion Rate less than one percent (shall be required unless such adjustment would require an increase or decrease of at least 1%) of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not which would be required to be made as a result of the foregoing and make such but for this Section 4.07(c) shall be carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result and taken into account in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made any subsequent adjustment. All required calculations under this Article 4 shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant nearest cent or to Section 10.06 for the nearest one- thousandth of a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversionshare, as if such Holder held the case may be, with one half cent and 0.0005 of a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective dateshare, as applicablerespectively, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderbeing rounded upward.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s 's securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s 's Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event All calculations and other than for any transaction or event described in determinations under this Article 106 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000) of a share. Without limiting No adjustment in the foregoingConversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, the Company shall carry forward any adjustments that are less than 1% of the Conversion Rate shall not and make such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (i) upon any conversion of Securities, (ii) upon any required repurchase of Securities in connection with a Fundamental Change, and (iii) on each of the 27 Scheduled Trading Days immediately preceding the Final Maturity Date. Except as otherwise provided herein, no adjustment need be adjustedmade: (ia) upon the issuance of any shares of the Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of the Common Stock under any plan; (iib) upon the issuance of any shares of the Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries Subsidiaries; (or c) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iib) above of this subsection and outstanding as of the date the Securities were first issued;; or (ivd) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are . Except as set forth in this Article 6, the Company shall not tender offers adjust the Conversion Price. The Company shall not be obligated to adjust the Conversion Price in or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change any transaction in the par value which Holders will participate without conversion of the Common Stock; or (vii) for Securities. To the issuance of Common Stock or any securities extent that the Securities become convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securitiesreceive cash, except as described in Section 10.06. No no adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms thereafter as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect cash. Interest will not accrue on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holdercash.

No Adjustment. The (a) No adjustment to the Conversion Rate shall will be required unless the adjustment would require an increase or decrease of at least 1% of the Conversion Rate. If the adjustment is not made because the adjustment does not change the Conversion Rate by at least 1%, then the adjustment that is not made will be adjusted for carried forward and taken into account in any transaction future adjustment. All calculations under this Section 13.07 will be made to the nearest cent or event other than for any transaction or event described in this Article 10. Without limiting to the foregoingnearest 1/1,000th of a Common Share, as the case may be. (b) No adjustment to the Conversion Rate shall not be adjustedmade if the Holders of the Notes may participate in the transaction that would otherwise give rise to an adjustment pursuant to Section 13.06 (“Adjustment to Conversion Rate”) without having to convert their Notes; provided that an adjustment shall be made at such time as the Holders are no longer entitled to participate. (c) Notwithstanding anything to the contrary in this Article 13, no adjustment to the Conversion Rate shall be made: (i) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock Shares under any plan; (ii) upon the issuance of any shares of Common Stock Shares or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issuedInitial Issuance Date; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common StockShares or a change to no par value of the Common Shares; (v) for accrued and unpaid interest or for interest paid by increasing the principal amount of the Notes; or (viivi) to the extent that the Notes become convertible into cash in accordance with the terms and conditions of this Indenture and the Notes, no adjustment need be made thereafter as to the cash, and interest will not accrue on the cash. (d) No adjustment to the Conversion Rate shall be made for the Company’s issuance of Common Stock Shares or any securities convertible into or exchangeable for Common Stock Shares or the right rights to purchase Common Stock Shares or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate as provided in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderthis Article 13.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock Stock, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) for the sale or issuance of new shares of Common Stock or securities convertible into or exercisable for shares of Common Stock for cash, including at a price per share less than the fair market value thereof or otherwise, except as described in Section 10.06; or (vii) solely for a change in the par value of the shares of Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (ie) the Company shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding ); provided, however, that any adjustments to the foregoing, all such deferred adjustments that have Conversion Rate which by reason of this paragraph are not yet been required to be made shall be made (including carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further that if the Securities have been converted pursuant to Section 10.01, then, in each case, any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section 10.07 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date record date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock Ordinary Shares, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares Ordinary Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any Common Stock Ordinary Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases upon the repurchase of Common Stock any Ordinary Shares pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;; or (vi) solely for a change in the par value of the Common Stock; or (vii) for the sale or issuance of Common Stock new Ordinary Shares or any securities convertible into or exchangeable exercisable for Common Stock Ordinary Shares for cash, including at a price per share less than the fair market value thereof or the right to purchase Common Stock Conversion Price or such convertible or exchangeable securitiesotherwise, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this paragraph are not required to be made shall be carried forward and taken into account (i) and in any subsequent adjustment to the Conversion Rate, (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date occurrence of any Fundamental Change or Make-Whole Fundamental Change Change, (iii) upon Optional Redemption, (iv) upon Tax Redemption, and (2v) on each Trading Day of any Observation Period; provided further that if the Securities have been converted pursuant to Section 10.01, then, in each case, any adjustments to the Conversion DateRate that have been, and at such time remain, deferred pursuant to this Section 10.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock Ordinary Shares participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock Ordinary Shares equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by the principal amount (expressed in thousands) of Securities held by such Holder; provided, however, that with respect to the payment of the Special Payment (as defined in the Investment Agreement), each Holder shall be deemed to participate at the same time and upon the same terms as holders of Common Stock participate in the Special Dividend (as defined in the Investment Agreement), so long as the Special Payment is paid in accordance with the Investment Agreement to each Purchaser (as defined in the Investment Agreement) or otherwise as agreed by the Company and such Purchaser; and provided, further, that the Company hereby undertakes to pay such Special Payment to the Purchasers directly and shall deliver an Officers’ Certificate to the Trustee immediately following such payment. Pursuant to the terms of the Investment Agreement, the Company has provided for each such Purchaser to participate in the Special Dividend in accordance with this Section 10.07 and therefore no adjustment to the Conversion Rate shall be made pursuant to Section 10.06 for the Special Dividend. The Trustee shall have no liability with respect to the Special Dividend or the Company’s obligations related thereto.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described For the avoidance of doubt, except as provided above, no adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjustedrequired: (i) upon the issuance of (A) any shares of Common Stock or (B) options, warrants or other rights to acquire Common Stock (including the issuance of Common Stock pursuant to such options, warrants or other rights), in any transaction resulting in an exchange for Fair Market Value, including in connection with a reduction of indebtedness or liabilities of the Company or its Subsidiaries including, without limitation, upon the conversion of convertible securities of the Company outstanding on October 18, 2010 or pursuant to settlements with respect to claims related to any governmental or private litigation, dispute, investigation, proceeding or other similar action; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan or similar arrangement providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch plan or arrangement; (iiiii) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of or similar arrangement of, or assumed by by, the Company or any of the Company’s Subsidiaries its Subsidiaries; (or iv) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiiii) above of this Section 6.05(c) and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interestOctober 18, if any2010; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viivi) for accrued and unpaid interest, if any. In addition, the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right Company will not be required to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No make an adjustment in the Conversion Rate less than one percent (unless the adjustment would require a change of at least 1%) of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the . The Company shall carry forward any adjustment that is less than 1% of the Conversion Rate, take such carried-forward adjustments that are not into account in any subsequent adjustments, and make such carried-forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of October 18, 2010 and (b) otherwise (1) five Business Days prior to the Stated Maturity of the Notes or (2) prior to any Conversion Date (in the case of Physical Settlement of the relevant conversion) or each Trading Day of the applicable Observation Period (in the case of Combination Settlement or Cash Settlement of the relevant conversion), unless such adjustment has already been made. No adjustment will be made to the Conversion Rate or a Holder’s ability to convert the Notes if (i) such Holder otherwise participates (as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result holding Notes) in a change of one percent (1%transaction that would otherwise trigger an adjustment pursuant to Section 6.05(a) without converting; or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoingupon conversion, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) Holder receives shares of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Common Stock entitled to participate in the transaction, at the same time and upon the same terms transaction that would otherwise trigger an adjustment as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction6.05(a), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described For the avoidance of doubt, no adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate Price shall not be adjustedrequired: (i) upon the issuance of (1) any shares of Common Stock or (2) options, warrants or other rights to acquire Common Stock (including the issuance of Common Stock pursuant to such options, warrants or other rights), in any transaction resulting in an exchange for Fair Market Value, including in connection with a reduction of indebtedness or liabilities of the Company or its Subsidiaries; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan or similar arrangement providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch plan or arrangement in each case, at the Fair Market Value at the time of such investment in Common Stock (subject in any case to Section 5(e), as applicable); (iiiii) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of program, compensation agreement, or similar arrangement of, or assumed by by, the Company or any of the Company’s its Subsidiaries (or subject in any case to Section 4.4.3 of Article EIGHTH of the Charter); (iv) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if anyor the Warrants; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; (vi) for accrued and unpaid interest on the Securities, if any; orand (vii) for pursuant to clause (e)(iii) above to the issuance extent that no consent of Common Stock Televisa Investors is required pursuant to the Transaction Agreements or any securities convertible into Law with respect to the dividend or exchangeable for Common Stock distribution or spin-off, split-off or similar transaction referred to in clause (e)(iii) pursuant to the right Charter. In addition, the Company will not be required to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No make an adjustment in the Conversion Rate less than one percent (1%) Price unless the adjustment would require a change of at least 0.1% in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Price. The Company shall carry forward any adjustments adjustment that are not made as a result is less than 0.1% of the foregoing Conversion Price, take such carried-forward adjustments into account in any subsequent adjustments, and make such carried carried-forward adjustments with respect to adjustments, regardless of whether the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are aggregate adjustment is less than one percent (10.1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) annually on the effective anniversary of the first date of any Fundamental Change or Make-Whole Fundamental Change issue of the Securities and (2) on the Conversion Date. No adjustment otherwise (A) five Business Days prior to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Maturity Date or effective date, as applicable, of the transaction Securities, (without giving effect B) prior to any Redemption Date, unless such adjustment pursuant has already been made or (C) within ten Business Days following a request to Section 10.06 on account make such adjustments by Holders of such transaction), multiplied by a majority in aggregate principal amount (expressed in thousands) of Securities held by such Holderthe then outstanding Securities.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described (a) No adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted:required if Holders may participate in the transactions set forth in Section 4.06 above (to the same extent as if the Securities had been converted into Common Stock immediately prior to such transactions) without converting the Securities held by such Holders. (ib) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Rate as last adjusted; provided, however, that any adjustments which would be required to be made but for this Section 4.07(b) shall be carried forward and taken into account in any subsequent adjustment. The Company shall adjust for any carry forward amount upon conversion regardless of the issuance 1% threshold. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-ten thousandth of any a share, as the case may be, with one half cent and 0.00005 of a share, respectively, being rounded upward. (c) No adjustment in the Conversion Rate shall be required for issuances of Common Stock pursuant to any present or future a Company plan providing for the reinvestment of dividends or interest payable on or for a change in the Company’s securities and par value, or a change to no par value, of the investment of additional optional amounts Common Stock. Except as expressly provided in shares Section 4.06, no adjustment in the Conversion Rate shall be required for issuances of Common Stock under or any plan; (ii) upon securities convertible into, exercisable into or exchangeable for Common Stock, including the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) , upon the issuance of any Common Stock pursuant to any option, warrantwarrant or right, right or exercisable, exercise of any exchangeable or convertible security not described in clause (ii) above and outstanding as of the date Issue Date, and repurchases by the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases Company of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;expressly discussed in this Article 4. (vid) solely for a change in To the par value of extent that the Common Stock; or (vii) for the issuance of Common Stock or any securities Securities become convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securitiesreceive cash, except as described in Section 10.06. No no adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms thereafter as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holdercash.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) for ordinary course stock repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder. Notwithstanding anything in this Article 10 to the contrary, no adjustment to the Conversion Rate shall be made for any tender offer to purchase Common Stock commenced by the Company or any Subsidiary of the Company within 10 days of August 5, 2015.

No Adjustment. (a) The Company shall not make any adjustment to the Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Conversion Rate). (b) No adjustment in the Conversion Rate shall be required to be made unless the adjustment would require an increase or decrease of at least 1% of the Conversion Price. If the adjustment is not made because the adjustment does not change the Conversion Price by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. All required calculations will be made to the nearest cent or 1/1,000th of a share, as the case may be. Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities on or after June 15, 2014. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment to the Conversion Rate shall be made, the applicable Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: for: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries ; (or iii) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; ; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock accumulated and unpaid dividends or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent distributions; and (1%vi) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of a tender offer solely to holders of fewer than 100 shares of Common Stock. (d) Notwithstanding anything in this Section 4.07 to the foregoing and make such carried forward adjustments with respect to contrary, in no event shall the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of be adjusted so that the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall Price would be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder$0.01.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate of less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) each Conversion Date (in the Conversion Datecase of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a) or tender offers or exchange offers pursuant to Section 10.06(e)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by the principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described For the avoidance of doubt, no adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjustedrequired: (i1) upon the issuance of (A) any shares of Common Stock or (B) options, warrants or other rights to acquire Common Stock (including the issuance of Common Stock pursuant to such options, warrants or other rights), in any transaction resulting in an exchange for Fair Market Value, including in connection with a reduction of indebtedness or liabilities of the Company or its Subsidiaries including, without limitation, upon the conversion of convertible securities of the Company outstanding on the date the Notes were issued or pursuant to settlements with respect to claims related to any governmental or private litigation, dispute, investigation, proceeding or other similar action; (2) upon the issuance of any shares of Common Stock pursuant to any present or future plan or similar arrangement providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch plan or arrangement; (ii3) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of or similar arrangement of, or assumed by by, the Company or any of the Company’s Subsidiaries its Subsidiaries; (or 4) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii3) above of this Section 6.5(b) and outstanding as of the date the Securities Notes were first issued; (iv5) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii6) for accrued and unpaid interest, if any. In addition, the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right Company will not be required to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No make an adjustment in the Conversion Rate less than one percent (unless the adjustment would require a change of at least 1%) of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the . The Company shall carry forward any adjustments adjustment that are not made as a result is less than 1% of the foregoing Conversion Rate, take such carried-forward adjustments into account in any subsequent adjustments, and make such carried carried-forward adjustments with respect adjustments, regardless of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of the first date of issue of the Notes and (b) otherwise (1) five Business Days prior to the Stated Maturity of the Notes or (2) prior to any Fundamental Change Repurchase Date, unless such adjustment has already been made. No adjustment will be made to the Conversion Rate when or a Holder’s ability to convert the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as Notes if such Holder held otherwise participates in a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (distribution without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderconversion.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by the principal amount (expressed in thousands) of Securities held by such Holder. Pursuant to the terms of the Investment Agreement, the Company has provided for each Holder to participate in the Special Dividend (as defined in the Investment Agreement) in accordance with this Section 10.07 and therefore no adjustment to the Conversion Rate need be made pursuant to Section 10.06 for the Special Dividend.

No Adjustment. The Conversion Rate Price shall not be adjusted for the issuance of Shares of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock or any other transaction or event other than except for any transaction or event described in this Article 10Section 2.11(f). Without limiting the foregoing, the Conversion Rate Price shall not be adjusted: (i) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the CompanyIssuer’s securities and the investment of additional optional amounts in shares Shares of Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Issuer bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (ii) upon the issuance of any shares of Common Stock Shares, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company Issuer or any of the Company’s its Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options employee agreements or other rights)arrangements or programs, including the Equity Incentive Plan; (iii) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issuedsecurity; (iv) for accrued and unpaid interestthe sale or issuance of new Shares or securities convertible into or exercisable for Shares for cash, if any;including at a price per share less than the fair market value thereof or the Conversion Price or otherwise, except as described in Section 2.11(f)(v) above; \\4140-6447-8783 v164123-4063-4962 v3 (v) repurchases upon the issuance of any Shares of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivativesin connection with the X. Xxxxx Purchase Agreement; (vi) solely for a change upon the issuance of any Shares of Common Stock in connection with the par value exercise of any of the Common StockWarrants or the Existing Warrants; or (vii) for upon the issuance of any Shares of Common Stock or any securities convertible into or exchangeable for Common Stock or in connection with the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) settlement of the Conversion Rate as last adjusted (or, if never adjusted, Xxxxxx Payment Obligation in accordance with the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion DateXxxxxx Subscription Agreement. No adjustment to the Conversion Rate Price need be made pursuant to Section 10.06 2.11(f) for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)2.11(f)(i) above) if the Company Issuer makes provision for each Holder so that, upon any conversion of the Convertible Notes, the Purchaser shall be entitled to participate receive, in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal addition to the Conversion Rate Shares issuable upon conversion, such consideration in effect on respect of the Ex Date transaction to the extent such consideration would have been paid or made, as applicable, in respect of the Conversion Shares issued upon such conversion had Conversion Shares been outstanding immediately prior to the record date, or effective date, as applicable, of the applicable for such transaction (without giving effect to any adjustment pursuant to Section 10.06 2.11(f)(i) above on account of such transaction). For the avoidance of doubt, multiplied by principal amount (expressed if an event occurs that would trigger an adjustment to the Conversion Price pursuant to this Section 2.11 under more than one subsection hereof, such event, to the extent fully taken into account in thousands) of Securities held by such Holdera single adjustment, shall not result in multiple adjustments hereunder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issuedSeptember 14, 2018; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by the principal amount (expressed in thousands) of Securities held by such Holder. For the avoidance of doubt, this Section 10.07 shall not limit the operation of the proviso to the definition of Conversion Rate.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any, including Additional Interest, if any; (v) repurchases upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;10.06; or (vi) solely for a change in the par value of the shares of Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 10.06 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that (i) on December 31 of each year and (ii) notwithstanding if the foregoingSecurities have been converted pursuant to Section 10.01, all such deferred adjustments that have not yet been made shall be made (including then, in each case, any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section 10.07 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision provides for each Holder to participate in the transaction, at the same time and upon the same terms as that holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by ) and the aggregate principal amount (expressed in thousands) of Securities held by such HolderHolder and whose denominator is one thousand dollars ($1,000).

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock Ordinary Shares or ADSs pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock Ordinary Shares, ADSs, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares Ordinary Shares or ADSs pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any Common Stock Ordinary Shares or ADSs pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, including any Additional Interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change solely in the par value of the Common StockOrdinary Shares; (vi) upon the repurchase of any Ordinary Shares or ADSs pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in Section 10.06(e); or (vii) for the sale or issuance of Common Stock new Ordinary Shares, ADSs or any securities convertible into or exchangeable exercisable for Common Stock Ordinary Shares or ADSs for cash, including at a price per share less than the fair market value thereof or the right to purchase Common Stock Conversion Price or such convertible or exchangeable securitiesotherwise, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this paragraph are not required to be made shall be carried forward and taken into account (i) and in any subsequent adjustment to the Conversion Rate, (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date occurrence of any Fundamental Change or Make-Whole Fundamental Change Change, and (2iii) on each Trading Day of any Observation Period; provided further that if the Securities have been converted pursuant to Section 10.01, then, in each case, any adjustments to the Conversion DateRate that have been, and at such time remain, deferred pursuant to this Section 10.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock ADSs participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock ADSs equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (iA) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan's securities; (iiB) upon the issuance of any shares of Common Stock Shares or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options, rights or other derivatives (including stock appreciation rights, deferred share units and performance share units) to purchase those shares Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)Subsidiaries; (iiiC) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiSection ‎11.06(B) above and outstanding as of the date the Securities were first issuedissued hereunder; (ivD) for accrued and unpaid interest, if any, including Additional Amounts, if any; (vE) repurchases upon the repurchase of any Common Stock Shares pursuant to an open- market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;‎11.05; or (viF) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06Shares. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made ‎11.05 shall be made (including any required until cumulative adjustments that are less than equal to at least one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) ; provided, however, that any such adjustments to the Conversion Rate which by reason of this Section ‎11.06 would result in less than a one percent (1%) on change in the effective Conversion Rate are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that any such adjustment of less than one percent (1%) that has not been made shall be made upon the occurrence of (i) the effective date of for any Fundamental Change or Make-Whole Fundamental Change and (2ii) on a Redemption Date; provided further, that if the Company shall provide a notice of Redemption pursuant to Section ‎3.04, or if a Fundamental Change or Make- Whole Fundamental Change occurs, then, in each case, any adjustments to the Conversion DateRate that have been, and at such time remain, deferred pursuant to this Section ‎11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section ‎11.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in 81 Doc#: US1:11364518v24 Section ‎11.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate that would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section ‎11.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 ‎11.05 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are to participate in the transaction, at transaction without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and upon appropriate in light of the same terms as basis and notice on which holders of Common Stock Shares participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transactionwhich determination shall be described in a Board Resolution), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. (a) The Company shall not make any adjustment to the Base Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Base Conversion Rate). (b) No adjustment in the Base Conversion Rate shall be required to be made unless the adjustment would require an increase or decrease of at least 1% of the Base Conversion Price. If the adjustment is not made because the adjustment does not change the Base Conversion Rate by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. All required calculations will be made to the nearest cent or 1/1,000th of a share, as the case may be. Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities on or after November 1, 2014. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment to the Base Conversion Rate shall be made, the applicable Base Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: for: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries ; (or iii) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; ; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock accumulated and unpaid dividends or any securities convertible into distributions; or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%vi) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect a tender offer solely to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of fewer than 100 shares of Common Stock equal Stock. (d) Notwithstanding anything in this Section 4.07 to the contrary, in no event shall the Base Conversion Rate in effect on be adjusted so that the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such HolderConversion Price would be less than $0.01.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described No adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.00%; provided , however , that any adjustment which by reason of this Section 4.07 is not required to be adjusted: made shall be carried forward and the Company shall make such adjustment, regardless of whether the aggregate adjustment is less than 1.00%, within one year of the first such adjustment carried forward or in connection with any conversion of Securities. All calculations under this Article 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate need be made for (i) upon the issuance issuances of any Common Stock pursuant to any present or future Company plan providing for the reinvestment of dividends or interest payable on the Company’s securities and or the investment of additional optional amounts thereunder in shares of Common Stock under any plan; Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause under (ii) above and outstanding as of the date the Securities were first issued; , (iviii) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or , (viiiv) for upon the issuance of any shares of Common Stock or any securities convertible into or exchangeable for pursuant to the Common Stock or offering made concurrently with the right to purchase offering of the Securities (including upon the initial issuance and subsequent issuance of shares of Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in if the Conversion Rate less than over-allotment option is exercised by one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted underwriters thereunder) or (orv) accrued and unpaid interest, including Additional Interest, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Dateany. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 4.06 above for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are permitted to participate in the transactiontransaction without conversion, at concurrently with the same time holders of Common Stock, on a basis and upon with notice that the same terms as Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice to holders of Common Stock participate participating in such the transaction. Whenever a provision of this First Supplemental Indenture requires the calculation of an average of the Closing Price over a span of multiple days, without conversion, as if such Holder held a number of shares of Common Stock equal the Company will make appropriate adjustments to account for any adjustment to the Conversion Rate in effect on that becomes effective, or any event requiring an adjustment to the Ex Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of the transaction (without giving effect event occurs, at any time during the period from which the average is to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderbe calculated.

No Adjustment. The Conversion (a) No adjustment in the Exchange Rate shall be required if Holders may participate in the transactions set forth in Section 4.06 above (to the same extent as if the Securities had been exchanged into Common Shares immediately prior to the time at which eligibility is determined for such transactions) without exchanging the Securities held by such Holders. (b) No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exchange Rate as last adjusted; provided, however, that any adjustments which would be required to be made but for this Section 4.07(b) shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-one thousandth of a share, as the case may be, with one half cent and 0.001 of a share, respectively, being rounded upward. (c) The Exchange Rate will not be adjusted for any transaction or event other than for any transaction or event described except as specifically set forth in this Article 104. Without limiting the foregoing, the Conversion Exchange Rate shall will not be adjusted: (i) upon adjusted for: • the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Guarantor and the investment of additional optional amounts in shares of Common Stock Shares under any plan; (ii) upon ; • the issuance of any shares of Common Stock Shares or options or rights to purchase those shares pursuant to any present or future employee, director trustee or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon Guarantor; • the issuance of any Common Stock Shares pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for ; • a change in the par value of Common Shares; • accumulated and unpaid dividends or distributions; • the Common Stock; or (vii) for issuance of limited partnership units by the Company and the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock Shares or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in payment of cash upon the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e)redemption thereof; provided, however, that (i) the Company shall carry forward any adjustments that are not made and • as a result of the foregoing and make such carried forward adjustments with respect a tender offer solely to the Conversion Rate when the cumulative effect holders of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of 100 Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such HolderShares.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described For the avoidance of doubt, no adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjustedrequired: (i1) upon the issuance of (A) any shares of Common Stock or (B) options, warrants or other rights to acquire Common Stock (including the issuance of Common Stock pursuant to such options, warrants or other rights), in any transaction resulting in an exchange for Fair Market Value, including in connection with a reduction of indebtedness or liabilities of the Company or its Subsidiaries including, without limitation, upon the conversion of convertible securities of the Company outstanding on the date the Notes were issued or pursuant to settlements with respect to claims related to any governmental or private litigation, dispute, investigation, proceeding or other similar action or pursuant to a strategic partnership or licensing agreement; (2) upon the issuance of any shares of Common Stock pursuant to any present or future plan or similar arrangement providing for the reinvestment of dividends or interest payable on the Company’s 's securities and the investment of additional optional amounts in shares of Common Stock under any plansuch plan or arrangement in each case, at the market price at the time of such investment in Common Stock; (ii3) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of program, compensation agreement, or similar arrangement of, or assumed by by, the Company or any of the Company’s Subsidiaries its Subsidiaries; (or 4) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii3) above of this Section 6.5(b) and outstanding as of the date the Securities Notes were first issued; (iv5) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii6) for accrued and unpaid interest, if any. In addition, the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right Company will not be required to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No make an adjustment in the Conversion Rate less than one percent (unless the adjustment would require a change of at least 1%) of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the . The Company shall carry forward any adjustments adjustment that are not made as a result is less than 1% of the foregoing Conversion Rate, take such carried-forward adjustments into account in any subsequent adjustments, and make such carried carried-forward adjustments with respect adjustments, regardless of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of the first date of issue of the Notes and (b) otherwise (1) five Business Days prior to the Stated Maturity of the Notes or (2) prior to any Redemption Date or Fundamental Change Repurchase Date, unless such adjustment has already been made. No adjustment will be made to the Conversion Rate when or a Holder's ability to convert the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as Notes if such Holder held otherwise participates in a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (distribution without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderconversion.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan's securities; (ii) upon the issuance of Common Shares pursuant to a precious metal purchase agreement or a streaming transaction; (iii) upon the issuance of any shares of Common Stock Shares or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights or other derivatives (including stock appreciation rights) to purchase those shares Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)Subsidiaries; (iiiiv) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiiii) above and outstanding as of the date the Securities were first issued; (ivv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivativesAdditional Amounts, if any; (vi) solely upon the repurchase of any Common Shares pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in Section 10.05, including pursuant to an "ordinary course issuer bid" over the facilities of the TSX; or (vii) for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06Shares. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 10.05 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) ); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 are not required to be made shall be carried forward and (ii) notwithstanding taken into account in any subsequent adjustment to the Conversion Rate. Notwithstanding the foregoing, all such deferred carried forward adjustments that have not yet been made shall be made with respect to the Securities (including i) in connection with any adjustments that are less than one percent (1%) of subsequent adjustment to the Conversion Rate as last adjusted that (or, if never adjusted, taken together with such carried forward adjustments) would result in a change of at least 1% in the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change Rate and (2ii) on the Conversion DateDate for any Securities. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 10.05 until the earliest of such triggering events occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 10.05 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are to participate in the transaction, at transaction without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and upon appropriate in light of the same terms as basis and notice on which holders of Common Stock Shares participate in such the transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. (a) The Company shall not be required to make any adjustment to the Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Conversion Rate). (b) No adjustment in the Conversion Rate shall be required to be made unless the adjustment would require an increase or decrease of at least 1% of the Conversion Rate. If the adjustment is not made because the adjustment does not change the Conversion Rate by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. All required calculations will be made to the nearest cent or 1/10,000th of a share, as the case may be. Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities in connection with a Fundamental Change and any conversion on or after July 14, 2014. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment to the Conversion Rate shall be made, the applicable Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: for: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries ; (or iii) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; ; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock accumulated and unpaid dividends or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent distributions; and (1%vi) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of a tender offer solely to holders of fewer than 100 shares of Common Stock. (d) Notwithstanding anything in this Section 4.06 to the foregoing and make such carried forward adjustments with respect to contrary, in no event shall the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of be adjusted so that the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall Price would be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder$0.01.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) for ordinary course stock repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and Change; (2) on each Trading Day of any Observation Period; and (3) annually on the Conversion Dateanniversary of the Issue Date of the Securities. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate participate, and such Holder elects to participate, in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. (a) The Company shall not make any adjustment to the Base Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Base Conversion Rate). (b) No adjustment in the Base Conversion Rate shall be required to be made unless the adjustment would require an increase or decrease of at least 1% of the Base Conversion Price. If the adjustment is not made because the adjustment does not change the Base Conversion Rate by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. All required calculations will be made to the nearest cent or 1/1,000th of a share, as the case may be. Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities on or after January 15, 2013. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment to the Base Conversion Rate shall be made, the applicable Base Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: for: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries ; (or iii) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; ; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock accumulated and unpaid dividends or any securities convertible into distributions; or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%vi) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect a tender offer solely to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of fewer than 100 shares of Common Stock equal Stock. (d) Notwithstanding anything in this Section 4.07 to the contrary, in no event shall the Base Conversion Rate in effect on be adjusted so that the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such HolderConversion Price would be less than $0.01.

No Adjustment. (a) The Company shall not be required to make any adjustment to the Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Conversion Rate). (b) No adjustment in the Conversion Rate shall be required to be made unless the adjustment would require an increase or decrease of at least 1% of the Conversion Rate. If the adjustment is not made because the adjustment does not change the Conversion Rate by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. All required calculations will be made to the nearest cent or 1/10,000th of a share, as the case may be. Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities in connection with a Fundamental Change and any conversion on or after June 15, 2012. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment to the Conversion Rate shall be made, the applicable Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: for: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries ; (or iii) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; ; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock accumulated and unpaid dividends or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent distributions; and (1%vi) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of a tender offer solely to holders of fewer than 100 shares of Common Stock. (d) Notwithstanding anything in this Section 4.06 to the foregoing and make such carried forward adjustments with respect to contrary, in no event shall the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of be adjusted so that the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall Price would be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder$0.01.

No Adjustment. The Conversion Rate shall not (a) No adjustment need be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: made (i1) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii2) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries its Subsidiaries; (or 3) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii2) above and outstanding as of the date the Securities were first issued; original Issue Date; (iv4) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock or a change to no par value of the Common Stock; oror (5) for accrued and unpaid interest. (viib) for To the issuance of Common Stock or any securities extent that the Securities become convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securitiesreceive cash, except no adjustment need be made thereafter as described in Section 10.06to the cash. Interest will not accrue on the cash due. (c) No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to this Section 10.06(a13.06 if the Holders may participate, as a result of holding Securities, in the transaction that would otherwise give rise to an adjustment pursuant to Section 13.06 without having to convert their Securities. (d) through No adjustment in the Conversion Rate shall be required pursuant to Section 10.06(e)13.06 unless such adjustment would require an increase or decrease of at least 1.0% in the Conversion Rate; provided, however, that (i) the Company shall carry forward any adjustments that which by reason of this clause (d) of Section 13.07 are not made as a result of the foregoing and make such required to be made, shall be carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result and taken into account in a change of one percent any subsequent adjustment. (1%e) or more of the Conversion Rate Other than as last adjusted (ordescribed above in Section 13.06, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No no adjustment to the Conversion Rate need shall be made pursuant to Section 10.06 required for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders any issuance of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of or convertible or exchangeable securities or rights to purchase Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.convertible or exchangeable securities. SECTION 13.08. [Reserved]

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) for ordinary course stock repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Notwithstanding anything to the contrary contained in Section 12.05 of this Supplemental Indenture: (a) No adjustment to the Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described made except as specifically set forth in this Article 10XII. Without limiting the generality of the foregoing, except as expressly provided in this Article XII, the Company shall not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities (b) No adjustment to the Conversion Rate pursuant to this Article XII shall be required unless the adjustment would require an increase or decrease of at least one percent (1.0%) in the Conversion Rate. However, any adjustments which are not required to be made because they would have required an increase or decrease of less than one percent (1.0%) shall be carried forward and be made on the first to occur of (i) any subsequent adjustment, (ii) the first day of the next calendar year and (iii) any conversion of the Notes. (c) If the application of the Conversion Rate adjustment provisions of Section 12.05 of this Supplemental Indenture would result in a decrease in the Conversion Rate, then no adjustment to the Conversion Rate shall be made (other than as a result of a share combination and readjustments as expressly provided in Section 12.05 of this Supplemental Indenture). (d) Without limiting the foregoing, the Conversion Rate shall will not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program or employee stock purchase plan of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) above and outstanding as of the date the Securities Notes were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securitiesaccrued and unpaid interest, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (orincluding Defaulted Interest, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderany.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock Stock, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases upon the repurchase of any Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;; or (vi) solely for a change in the par value of the Common Stock; or (vii) for the sale or issuance of new shares of Common Stock or any securities convertible into or exchangeable exercisable for Common Stock for cash, including at a price per share less than the fair market value thereof or the right to purchase Common Stock Conversion Price or such convertible or exchangeable securitiesotherwise, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this paragraph are not required to be made shall be carried forward and taken into account (i) and in any subsequent adjustment to the Conversion Rate, (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date occurrence of any Fundamental Change or Make-Whole Fundamental Change Change, (iii) upon Optional Redemption and (2iv) on each Trading Day of any Observation Period; provided further that if the Securities have been converted pursuant to Section 10.01, then, in each case, any adjustments to the Conversion DateRate that have been, and at such time remain, deferred pursuant to this Section 10.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e10.07(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or; (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.0610.07; or (viii) except as otherwise provided in Section 10.07(a), the sale of shares of Common Stock for a purchase price that is less than the market price per share of Common Stock or less than the Conversion Rate. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a10.07(a) through Section 10.06(e10.07(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and Change, (2) on the date the Company calls any Securities for Redemption and (3) on any Conversion DateDate (including, for the avoidance of doubt, in connection with any Company Conversion). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 10.07 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a10.07(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 10.07 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate of less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a) or tender offers or exchange offers pursuant to Section 10.06(e)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by the principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. (a) The Company shall not make any adjustment to the Base Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Base Conversion Rate). (b) No adjustment in the Base Conversion Rate shall be required to be made unless the adjustment would require an increase or decrease of at least 1% of the Base Conversion Price. If the adjustment is not made because the adjustment does not change the Base Conversion Rate by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. All required calculations will be made to the nearest cent or 1/1,000th of a share, as the case may be. Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities on or after November 1, 2012. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment to the Base Conversion Rate shall be made, the applicable Base Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: for: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries ; (or iii) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; ; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock accumulated and unpaid dividends or any securities convertible into distributions; or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%vi) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect a tender offer solely to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of fewer than 100 shares of Common Stock equal Stock. (d) Notwithstanding anything in this Section 4.07 to the contrary, in no event shall the Base Conversion Rate in effect on be adjusted so that the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such HolderConversion Price would be less than $0.01.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of Common Shares pursuant to a precious metal purchase agreement or a streaming transaction; (iii) upon the issuance of any shares of Common Stock Shares or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights or other derivatives (including stock appreciation rights) to purchase those shares Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)Subsidiaries; (iiiiv) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiiii) above and outstanding as of the date the Securities were first issued; (ivv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivativesAdditional Amounts, if any; (vi) solely upon the repurchase of any Common Shares pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in Section 10.05, including pursuant to a “normal course issuer bid” over the facilities of the TSX; or (vii) for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06Shares. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 10.05 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) ); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 are not required to be made shall be carried forward and (ii) notwithstanding taken into account in any subsequent adjustment to the Conversion Rate. Notwithstanding the foregoing, all such deferred carried forward adjustments that have not yet been made shall be made with respect to the Securities (including i) in connection with any adjustments that are less than one percent (1%) of subsequent adjustment to the Conversion Rate as last adjusted that (or, if never adjusted, taken together with such carried forward adjustments) would result in a change of at least 1% in the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change Rate and (2ii) on the Conversion DateDate for any Securities. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 10.05 until the earliest of such triggering events occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 10.05 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are to participate in the transaction, at transaction without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and upon appropriate in light of the same terms as basis and notice on which holders of Common Stock Shares participate in such the transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not (a) No adjustment need be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: made (i1) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii2) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries its Subsidiaries; (or 3) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii2) above and outstanding as of the date the Securities were first issued; original Issue Date; (iv4) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock or a change to no par value of the Common Stock; oror (5) for accrued and unpaid interest. (viib) for To the issuance of Common Stock or any securities extent that the Securities become convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securitiesreceive cash, except no adjustment need be made thereafter as described in Section 10.06to the cash. Interest will not accrue on the cash due. (c) No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to this Section 10.06(a13.06 if the Holders may participate, as a result of holding Securities, in the transaction that would otherwise give rise to an adjustment pursuant to Section 13.06 without having to convert their Securities. (d) through No adjustment in the Conversion Rate shall be required pursuant to Section 10.06(e)13.06 unless such adjustment would require an increase or decrease of at least 1.0% in the Conversion Rate; provided, however, that (i) the Company shall carry forward any adjustments that which by reason of this clause (d) of Section 13.07 are not made as a result of the foregoing and make such required to be made, shall be carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result and taken into account in a change of one percent any subsequent adjustment. (1%e) or more of the Conversion Rate Other than as last adjusted (ordescribed above in Section 13.06, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No no adjustment to the Conversion Rate need shall be made pursuant to Section 10.06 required for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders any issuance of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of or convertible or exchangeable securities or rights to purchase Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderconvertible or exchangeable securities.

No Adjustment. (a) The Company shall not be required to make any adjustment to the Conversion Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis, in the transactions described in Section 4.06 (assuming for this purpose that each $1,000 principal amount of Securities were convertible solely into a number of shares of Common Stock equal to the Conversion Rate). (b) No adjustment in the Conversion Rate shall be required to be made unless the adjustment would require an increase or decrease of at least 1% of the Conversion Price. If the adjustment is not made because the adjustment does not change the Conversion Price by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. All required calculations will be made to the nearest cent or 1/1000th of a share, as the case may be. Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any conversion of Securities on or after January 15, 2013. (c) Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment to the Conversion Rate shall be made, the applicable Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: for: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries ; (or iii) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; ; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock accumulated and unpaid dividends or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent distributions; and (1%vi) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of a tender offer solely to holders of fewer than 100 shares of Common Stock. (d) Notwithstanding anything in this Section 4.06 to the foregoing and make such carried forward adjustments with respect to contrary, in no event shall the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of be adjusted so that the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall Price would be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder$0.01.

No Adjustment. The Conversion Rate Notwithstanding anything in the Indenture or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present existing or future plan providing for the reinvestment of dividends or interest payable on the CompanyIssuer’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock Stock, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares of Common Stock pursuant to any present existing or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company Issuer or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid dividends or interest, if any; (v) repurchases upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers or exchange offers pursuant to offer of the nature described in Section 10.06(e9.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;; or (vi) solely for a change in the par value of the shares of Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 9.06 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding ); provided, however, that any adjustments to the foregoing, all such deferred adjustments that have Conversion Rate which by reason of this paragraph are not yet been required to be made shall be made (including carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if the Securities have been converted pursuant to Section 9.01, then any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section 9.07 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 9.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a9.06(a)) if the Company makes provision Issuer provides for each Holder to participate in the transaction, at the same time and upon the same terms as that holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by the aggregate principal amount (expressed in thousands) of Securities held by such HolderHolder expressed in multiples of one thousand dollars ($1,000).

No Adjustment. The Conversion No adjustment in the Exchange Rate shall be required unless the adjustment would result in a change in the Exchange Rate of at least 1%; provided, however, that any adjustment which by reason of this Section 4.7 is not required to be adjusted for made shall be carried forward and taken into account in subsequent adjustments and in connection with any transaction or event other than for any transaction or event described in exchange of Securities. All calculations under this Article 10IV shall be made to the nearest 1/10,000th of a cent or to the nearest 1/10,000th of a share, as the case may be. Without limiting No adjustment in the foregoing, the Conversion Exchange Rate shall not need be adjusted: made for (i) upon the issuance issuances of any Common Stock pursuant to any present or future Guarantor plan providing for the reinvestment of dividends or interest payable on the CompanyGuarantor’s securities and or the investment of or additional optional amounts thereunder in shares of Common Stock under any plan; Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company Guarantor or any of the Company’s its Subsidiaries or (or iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant (including the warrants issued pursuant to the several warrant confirmations dated as of October 10, 2007, August 6, 2009 and August 7, 2009, between the applicable Dealer (as defined therein) and the Guarantor), right or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued. To the extent that the Securities become exchangeable into the right to receive Cash, interest will not accrue on such options or other rights); (iii) Cash. No adjustment to the Exchange Rate need be made pursuant to Section 4.6 for a transaction if Holders are to participate in the transaction without exchange on a basis, and with notice, that the Board of Directors of the Guarantor determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. No adjustment to the Exchange Rate need be made upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) . No adjustment to the Exchange Rate need be made for accrued and unpaid interest, including Additional Interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in . In no event will the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Exchange Rate less be more than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of 24.3843 shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, per $1,000 Principal Amount of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such HolderSecurities.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Debentures to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock Shares or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights or other derivatives (including stock appreciation rights, deferred share units and performance share units) to purchase those shares Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)Subsidiaries; (iii) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities Debentures were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases upon the repurchase of any Common Stock Shares pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;13.05; or (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06Shares. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 13.05 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding ); provided, however, that any adjustments to the foregoing, all such deferred adjustments that have Conversion Rate which by reason of this Section 13.06 are not yet been required to be made shall be made (including carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year during which a Liquidity Event is consummated, any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section 13.06 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the initial Conversion Rate)) (1) on . All calculations under this Article 13 shall be made to the effective date nearest cent or to the nearest one-millionth of any Fundamental Change or Make-Whole Fundamental Change and (2) on a share, as the Conversion Datecase may be. No Notwithstanding anything in this Indenture, no adjustment to the Conversion Rate need shall be made under Section 13.05 for any event announced, declared or occurring prior to the consummation of a Liquidity Event. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 13.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 13.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.06 13.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. The Company shall not be required to adjust the Conversion Rate for a transaction any of the transactions described in Section 13.05 (other than for share splits or share combinations pursuant to Section 10.06(a)combinations) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of the Common Stock participate in such transactionShares participate, without conversion, as if such Holder held a number of shares of the Common Stock Shares equal to the Conversion Rate in effect on the Ex Date or effective date, as applicablethe case may be, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of for such transaction), multiplied by the principal amount (expressed in thousands) of Securities Debentures held by such HolderXxxxxx.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on each Trading Day of any Observation Period (in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion DateRate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate participate, and such Holder elects to participate, in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described No adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted:required if Holders may participate in the transactions set forth in Section 4.06 above (carried forward to the same extent as if the Securities had been converted into Common Stock immediately prior to such transactions) without converting the Securities held by such Holders. (ia) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Rate as last adjusted; provided, however, that any adjustments which would be required to be made but for this Section 4.07(a) shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all carried forward adjustments not previously made shall have effect upon any conversion regardless of the issuance threshold set forth in the preceding sentence. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-ten thousandth of any a share, as the case may be, with one half cent and 0.00005 of a share, respectively, being rounded upward. (b) No adjustment in the Conversion Rate shall be required for (1) issuances of Common Stock pursuant to any present or future plan of the Company providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; , (ii2) upon the issuance of any shares issuances of Common Stock or options or rights to purchase those shares Common Stock pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries its Subsidiaries, (or the issuance 3) issuances of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii2) above and outstanding as of the date the Securities were first issued; Issue Date, (iv4) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or , (vii5) for the issuance of Common Stock accrued and unpaid interest, or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%6) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of a tender offer solely to holders of fewer than 100 shares of Common Stock. (c) To the foregoing and make such carried forward adjustments extent that the Securities become convertible into the right to receive cash in accordance with respect to the Conversion Rate when the cumulative effect provision of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (orSection 4.10, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No no adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms thereafter as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holdercash.

No Adjustment. (a) The Company shall not be required to make any adjustment to the Conversion Reference Rate in accordance with the provisions of Section 4.06 if Holders of the Securities are permitted to participate, on an as-converted basis (i.e., as though each Holder had exchanged each $1,000 principal amount of its Securities immediately prior to the record date of or the date to determine the Persons entitled to participate in such distribution or other transaction for a number of shares of Common Stock equal to the Conversion Reference Rate at such time), in the transactions described in Section 4.06. (b) No adjustment in the Conversion Reference Rate shall be required to be made unless the adjustment would require an increase or decrease of at least 1% of the Conversion Reference Price. If the adjustment is not made because the adjustment does not change the Conversion Reference Price by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. All required calculations will be made to the nearest cent or 1/10,000th of a share, as the case may be. Notwithstanding the foregoing, all adjustments not previously made shall have effect with respect to any cash conversion of Securities that is made prior to the time such adjustment is made, as if such adjustment had been made. (c) Notwithstanding anything to the contrary contained herein, in addition to any other events set forth herein on account of which no adjustment to the Conversion Reference Rate shall be made, the applicable Conversion Reference Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: for: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company’s securities Company and the investment of additional optional amounts in shares of Common Stock under any plan; ; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan plan, employee agreement or arrangement or program of or assumed by the Company or any of the Company’s Subsidiaries ; (or iii) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; ; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock accumulated and unpaid dividends or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent distributions; and (1%vi) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect a tender offer solely to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of fewer than 100 shares of Common Stock equal Stock. (d) Notwithstanding anything in this Section 4.07 to the contrary, in no event shall the Conversion Reference Rate in effect on be adjusted so that the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such HolderConversion Reference Price would be less than $0.01.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii‎(ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;‎10.06; or (vi) solely for a change in the par value of the shares of Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company ‎10.06 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that (i) on December 31 of each year and (ii) notwithstanding if the foregoingSecurities have been converted pursuant to Section ‎10.01, all such deferred adjustments that have not yet been made shall be made (including then, in each case, any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section ‎10.07 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 ‎10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a‎10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as that holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Ex-Date or effective dateEffective Date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 ‎10.06 on account of such transaction), multiplied by the principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Debentures to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock Shares or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights or other derivatives (including stock appreciation rights, deferred share units and performance share units) to purchase those shares Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)Subsidiaries; (iii) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities Debentures were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases upon the repurchase of any Common Stock Shares pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;13.05; or (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06Shares. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 13.05 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding ); provided, however, that any adjustments to the foregoing, all such deferred adjustments that have Conversion Rate which by reason of this Section 13.06 are not yet been required to be made shall be made (including carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year during which a Liquidity Event is consummated, any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section 13.06 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the initial Conversion Rate)) (1) on . All calculations under this Article 13 shall be made to the effective date nearest cent or to the nearest one-millionth of any Fundamental Change or Make-Whole Fundamental Change and (2) on a share, as the Conversion Datecase may be. No Notwithstanding anything in this Indenture, no adjustment to the Conversion Rate need shall be made under Section 13.05 for any event announced, declared or occurring prior to the consummation of a Liquidity Event. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 13.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 13.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.06 13.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. The Company shall not be required to adjust the Conversion Rate for a transaction any of the transactions described in Section 13.05 (other than for share splits or share combinations pursuant to Section 10.06(a)combinations) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of the Common Stock participate in such transactionShares participate, without conversion, as if such Holder held a number of shares of the Common Stock Shares equal to the Conversion Rate in effect on the Ex Date or effective date, as applicablethe case may be, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of for such transaction), multiplied by the principal amount (expressed in thousands) of Securities Debentures held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described For the avoidance of doubt, except as provided above no adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjustedrequired: (i) upon the issuance of (A) any shares of Common Stock or (B) options, warrants or other rights to acquire Common Stock (including the issuance of Common Stock pursuant to such options, 28 warrants or other rights), in any transaction resulting in an exchange for Fair Market Value, including in connection with a reduction of indebtedness or liabilities of the Company or its Subsidiaries including, without limitation, upon the conversion of convertible securities of the Company outstanding on the date the Notes were issued or pursuant to settlements with respect to claims related to any governmental or private litigation, dispute, investigation, proceeding or other similar action; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan or similar arrangement providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch plan or arrangement; (iiiii) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of or similar arrangement of, or assumed by by, the Company or any of the Company’s Subsidiaries its Subsidiaries; (or iv) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiiii) above of this Section 6.05(b) and outstanding as of the date the Securities Notes were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viivi) for accrued and unpaid interest, if any. In addition, the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right Company will not be required to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No make an adjustment in the Conversion Rate less than one percent (unless the adjustment would require a change of at least 1%) of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the . The Company shall carry forward any adjustment that is less than 1% of the Conversion Rate, take such carried-forward adjustments that are not into account in any subsequent adjustments, and make such carried-forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of the first date of issue of the Notes and (b) otherwise (1) five Business Days prior to the Stated Maturity of the Notes or (2) prior to any Conversion Date, unless such adjustment has already been made. No adjustment will be made to the Conversion Rate or a Holder’s ability to convert the Notes if (i) such Holder otherwise participates (as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result holding Notes) in a change of one percent (1%transaction that would otherwise trigger an adjustment pursuant to Section 6.05(a) without converting; or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoingupon conversion, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) Holder receives shares of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Common Stock entitled to participate in the transaction, at the same time and upon the same terms transaction that would otherwise trigger an adjustment as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction6.05(a), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The (a) No adjustment in the Conversion Rate shall be required if Holders may participate in the transactions set forth in Section 4.06 above (to the same extent as if the Notes had been converted into Common Stock immediately prior to such transactions) without converting the Notes held by such Holders. (b) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Rate then effective (the “Deferral Exception”); provided, however, that any adjustments which would be required to be made but for this Section 4.07(b) shall be carried forward and taken into account in any subsequent adjustment which, together with the original adjustment shall aggregate at least 1% of the then effective Conversion Rate; provided, further, that any carry forward amount shall be given effect (i) on each Conversion Date; (ii) if a Fundamental Change or Make-Whole Fundamental Change occurs; and (iii) any Redemption Date; and (iv) on and after December 15, 2026. Adjustments to the Conversion Rate under this Article 4 will be calculated to the nearest cent or to the nearest one-ten thousandth of a share, as the case may be, with one half cent and 0.00005 of a share, respectively, being rounded upward. (c) Except as set forth in Sections 4.01(d), 4.06(a) and 4.12, the Conversion Rate will not be adjusted for any transaction or event other than for any transaction or event described in this Article 10adjusted. Without limiting the foregoing, the Company will not be required to adjust the Conversion Rate shall not be adjustedon account of: (i) upon except as described in Section 4.06(a), the sale of shares of Common Stock for a purchase price that is less than the market price per share of Common Stock or less than the Conversion Price; (ii) the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan; (iiiii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries its subsidiaries; (or iv) the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, convertible or exchangeable or convertible security not described in clause (ii) above and of the Company’s outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if anyIssue Date; (v) repurchases a third-party tender offer, other than a tender offer that is subject to clause (5) of Section 4.06(a); (vi) the repurchase of any shares of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e)an open market share purchase program or other buyback transaction, including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives, or other buyback transaction, in each case that is not subject to clause (5) of Section 4.06(a); (vivii) solely for a change in the par value of the Common Stock; or (viiviii) for accrued and unpaid interest on the issuance of Common Stock Notes. (d) Notwithstanding Section 4.06 or any securities convertible into or exchangeable for Common Stock other provision of this Indenture or the right to purchase Common Stock or such convertible or exchangeable securitiesNotes, except if (i) a Conversion Rate adjustment becomes effective on any Ex-Dividend Date as described in Section 10.06. No adjustment 4.06; (ii) a Holder that has converted its Notes with a Conversion Date that occurs on or after such Ex-Dividend Date and on or prior to the related Record Date; and (iii) such Holder would be treated as the record holder, as of such Record Date, of the shares of Common Stock due in connection with such conversion (based, for the avoidance of doubt, on an adjusted Conversion Rate for such Ex-Dividend Date), then, notwithstanding the Conversion Rate less than one percent (1%) of adjustment provisions in Section 4.06, the Conversion Rate as last adjusted (oradjustment relating to such Ex-Dividend Date shall not be made for such conversion. Instead, if never adjusted, the initial Conversion Rate) such Holder shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, treated as if such Holder held a number were the record owner of the shares of Common Stock equal on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderadjustment.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for or accrued and unpaid interest, if any, including Additional Interest, if any; (v) repurchases upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;10.06; or (vi) solely for a change in the par value of the shares of Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 10.06 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that (i) on December 31 of each year and (ii) notwithstanding if the foregoingSecurities have been converted pursuant to Section 10.01, all such deferred adjustments that have not yet been made shall be made (including then, in each case, any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section 10.07 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision provides for each Holder to participate in the transaction, at the same time and upon the same terms as that holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by ) and the aggregate principal amount (expressed in thousands) of Securities held by such HolderHolder and whose denominator is one thousand dollars ($1,000).

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock Stock, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) for the sale or issuance of new shares of Common Stock or securities convertible into or exercisable for shares of Common Stock for cash, including at a price per share less than the fair market value thereof or otherwise, except as described in Section 10.06; or (vii) solely for a change in the par value of the shares of Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (ie) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when be required unless the cumulative effect adjustments would require an increase or decrease of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than at least one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of ; provided, however, that any Fundamental Change or Make-Whole Fundamental Change and (2) on adjustments to the Conversion DateRate which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further that all such carried forward adjustments shall be made with respect to the affected Securities on any Conversion Date with respect to the Securities. The Company may not take any action pursuant to Section 10.01 to adjust the Conversion Rate if that action would cause a reduction of the Conversion Price to less than the par value per share of the Common Stock. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date record date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described For the avoidance of doubt, no adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjustedrequired: (i1) upon the issuance of (A) any shares of Common Stock or (B) options, warrants or other rights to acquire Common Stock (including the issuance of Common Stock pursuant to such options, warrants or other rights), in any transaction resulting in an exchange for Fair Market Value, including in connection with a reduction of indebtedness or liabilities of the Company or its Subsidiaries including, without limitation, upon the conversion of convertible securities of the Company outstanding on the date the Notes were issued or pursuant to settlements with respect to claims related to any governmental or private litigation, dispute, investigation, proceeding or other similar action; (2) upon the issuance of any shares of Common Stock pursuant to any present or future plan or similar arrangement providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch plan or arrangement, in each case at then prevailing market prices; (ii3) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of or similar arrangement of, or assumed by by, the Company or any of the Company’s Subsidiaries its Subsidiaries; (or 4) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii3) above of this Section 6.5(b) and outstanding as of the date the Securities Notes were first issued; (iv5) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii6) for accrued and unpaid interest, if any. In addition, the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right Company will not be required to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No make an adjustment in the Conversion Rate less than one percent (unless the adjustment would require a change of at least 1%) of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the . The Company shall carry forward any adjustments adjustment that are not made as a result is less than 1% of the foregoing Conversion Rate, take such carried-forward adjustments into account in any subsequent adjustments, and make such carried carried-forward adjustments with respect adjustments, regardless of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of the first date of issue of the Notes and (b) otherwise (1) five Business Days prior to the Stated Maturity of the Notes or (2) prior to any Redemption Date or Fundamental Change Repurchase Date, unless such adjustment has already been made. No adjustment will be made to the Conversion Rate when or a Holder’s ability to convert the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as Notes if such Holder held otherwise participates in a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (distribution without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderconversion.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event All calculations and other than for any transaction or event described in determinations under this Article 106 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000) of a share. Without limiting No adjustment in the foregoingConversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, the Company shall carry forward any adjustments that are less than 1% of the Conversion Rate shall not and make such carried forward adjustment, regardless of whether the aggregate adjustment is less than 1%, (i) upon any conversion of Securities, (ii) upon any required repurchase of Securities in connection with a Fundamental Change, and (iii) on each of the 27 Scheduled Trading Days immediately preceding the Final Maturity Date. Except as otherwise provided herein, no adjustment need be adjustedmade: (ia) upon the issuance of any shares of the Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of the Common Stock under any plan; (iib) upon the issuance of any shares of the Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries Subsidiaries; (or c) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iib) above of this subsection and outstanding as of the date the Securities were first issued;; or (ivd) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are . Except as set forth in this Article 6, the Company shall not tender offers or exchange offers pursuant adjust the Conversion Price. The Company shall not be obligated to Section 10.06(e), including structured or derivative adjust the Conversion Price in transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value which Holders participate without conversion of the Common Stock; or (vii) for Securities. To the issuance of Common Stock or any securities extent that the Securities become convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securitiesreceive cash, except as described in Section 10.06. No no adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms thereafter as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect cash. Interest will not accrue on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holdercash.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (iA) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan's securities; (iiB) upon the issuance of any shares of Common Stock Shares or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options, rights or other derivatives (including stock appreciation rights, deferred share units and performance share units) to purchase those shares Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)Subsidiaries; (iiiC) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiSection 11.06(B) above and outstanding as of the date the Securities were first issuedissued hereunder; (ivD) for accrued and unpaid interest, if any, including Additional Amounts, if any; (vE) repurchases upon the repurchase of any Common Stock Shares pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;11.05 ; or (viF) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06Shares. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made 11.05 shall be made (including any required until cumulative adjustments that are less than equal to at least one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) ; provided, however, that any such adjustments to the Conversion Rate which by reason of this Section 11.06 would result in less than a one percent (1%) on change in the effective Conversion Rate are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that any such adjustment of less than one percent (1%) that has not been made shall be made upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change and (ii) a Redemption Date; provided further, that if the Company shall provide a notice of any Redemption pursuant to Section 3.04, or if a Fundamental Change or Make-Whole Fundamental Change and (2) on occurs, then, in each case, any adjustments to the Conversion DateRate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 11.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 11.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate that would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 11.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 11.05 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are to participate in the transaction, at transaction without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and upon appropriate in light of the same terms as basis and notice on which holders of Common Stock Shares participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transactionwhich determination shall be described in a Board Resolution), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan's securities; (ii) upon the issuance of Common Shares pursuant to entering into or the termination of a precious metal purchase agreement or a streaming transaction; (iii) upon the issuance of any shares of Common Stock Shares or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights or other derivatives (including stock appreciation rights) to purchase those shares Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)Subsidiaries; (iiiiv) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiiii) above and outstanding as of the date the Securities were first issued; (ivv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivativesAdditional Amounts, if any; (vi) solely upon the repurchase of any Common Shares pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in Section 10.05, including pursuant to an “ordinary course issuer bid” over the facilities of the TSX; or (vii) for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06Shares. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 10.05 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) ); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 are not required to be made shall be carried forward and (ii) notwithstanding taken into account in any subsequent adjustment to the Conversion Rate. Notwithstanding the foregoing, all such deferred carried forward adjustments that have not yet been made shall be made with respect to the Securities (including i) in connection with any adjustments that are less than one percent (1%) of subsequent adjustment to the Conversion Rate as last adjusted that (or, if never adjusted, taken together with such carried forward adjustments) would result in a change of at least 1% in the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change Rate and (2ii) on the Conversion DateDate for any Securities. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 10.05 until the earliest of such triggering events occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 10.05 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are to participate in the transaction, at transaction without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and upon appropriate in light of the same terms as basis and notice on which holders of Common Stock Shares participate in such the transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for Without limiting any transaction or event other than for any transaction or event described exception contained in this Article 10. Without limiting the foregoingSection 6.01, the Conversion Rate shall not and in addition thereto, no adjustment will be adjustedmade for: (i) upon the issuance exercises or conversions of any Common Stock pursuant to any present Exercisable Securities or future plan providing for the reinvestment of dividends or interest payable Convertible Securities outstanding on the Company’s securities and date hereof (to the investment extent such exercise or conversion is made in accordance with the terms of additional optional amounts such Exercisable Security or Convertible Security as in shares of Common Stock under any planeffect on the date hereof); (ii) upon the issuance issuances of any shares Exercisable Securities, Convertible Securities or Common Shares to directors, employees, consultants or suppliers of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Under Armour or any of the Companyits subsidiaries pursuant to Under Armour’s Subsidiaries (current or future plans or the issuance exercise or conversion of any shares of Common Stock pursuant to any such options Exercisable Securities or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e)Convertible Securities; provided, however, that (i) the Company such issuances to such consultants or suppliers shall carry forward any adjustments that are not made as a result exceed 3% of the foregoing Common Shares then outstanding during the period commencing on the Warrant Issue Date and make such carried forward adjustments with respect ending on the Expiration Date; (iii) issuances of rights to the Conversion Rate when the cumulative effect purchase Common Shares pursuant to a plan of all adjustments not yet made will result Under Armour for reinvestment of dividends or interest; (iv) except as set forth in a change Section 6.01(d), issuances of one percent (1%) Exercisable Securities, Convertible Securities or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%Common Shares in bona fide public offerings or private placements pursuant to Section 4(2) of the Conversion Rate as last adjusted (orSecurities Act, if never adjustedRegulation D thereunder or Regulation S, the initial Conversion Rate)) (1) on the effective date involving at least one investment bank of international reputation, provided, however, that any Fundamental Change Exercisable Securities, Convertible Securities or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made Common Shares issued pursuant to Section 10.06 such private placement shall not be issued for a transaction (other consideration per share less than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, Fair Market Value at the same time and upon the same terms of issuance; or (v) except as holders of Common Stock participate set forth in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction6.01(d), multiplied by principal amount (expressed issuances of Exercisable Securities, Convertible Securities or Common Shares in thousands) connection with the establishment of commercial bank facilities, capital lease obligations or other issuances of primarily debt obligations or securities; provided, however, that any Exercisable Securities, Convertible Securities held by or Common Shares issued in connection with such Holdercommercial bank facilities, capital lease obligations or other issuances of primarily debt obligations or securities shall not be issued for consideration per share less than Fair Market Value at the time of issuance.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) : upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) ; upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) ; upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) ; for accrued and unpaid interest, if any; (v) ; repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) ; solely for a change in the par value of the Common Stock; or (vii) or for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Notes to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (ia) upon the issuance of any shares of Company Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (iib) upon the issuance of any shares of Company Common Stock or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights or other derivatives (including stock appreciation rights) to purchase those shares Company Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries Subsidiaries; (or c) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Company Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date and not described in clause (iib) above and outstanding as of the date the Securities were first issuedabove; (ivd) for accrued and unpaid interestinterest and premium, if any; (ve) repurchases upon the repurchase of any shares of Company Common Stock pursuant to an open-market stock repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives13.05; (vif) solely for any issuance of PIK Notes, any adjustment of the Conversion Rate or the conversion of any Notes as provided in this Indenture; or (g) for a change in the par value of the Company Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 13.05 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) % or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding ); provided, however, that any adjustments to the foregoing, all such deferred adjustments that have Conversion Rate which by reason of this paragraph are not yet been required to be made shall be made (including carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2020, any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section 13.06 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Change of Control occurs, then, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 13.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 13.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 13.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on Rate then in effect shall be adjusted immediately to the Conversion DateRate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 13.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 13.05 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are to participate in the transaction, at transaction without conversion on a basis and with notice that the same time Board of Directors of the Company determines in good faith to be fair and upon appropriate in light of the same terms as basis and notice on which holders of Company Common Stock (or all Holders of Notes) participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transactionwhich determination shall be described in a Board Resolution), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described For the avoidance of doubt, except as provided above no adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjustedrequired: (i) upon the issuance of (A) any shares of Common Stock or (B) options, warrants or other rights to acquire Common Stock (including the issuance of Common Stock pursuant to such options, warrants or other rights), in any transaction resulting in an exchange for Fair Market Value, including in connection with a reduction of indebtedness or liabilities of the Company or its Subsidiaries including, without limitation, upon the conversion of convertible securities of the Company outstanding on the date the Notes were issued or pursuant to settlements with respect to claims related to any governmental or private litigation, dispute, investigation, proceeding or other similar action; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan or similar arrangement providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch plan or arrangement; (iiiii) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of or similar arrangement of, or assumed by by, the Company or any of the Company’s Subsidiaries its Subsidiaries; (or iv) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiiii) above of this Section 6.05(c) and outstanding as of the date the Securities Notes were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viivi) for accrued and unpaid interest, if any. In addition, the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right Company will not be required to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No make an adjustment in the Conversion Rate less than one percent (unless the adjustment would require a change of at least 1%) of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the . The Company shall carry forward any adjustment that is less than 1% of the Conversion Rate, take such carried-forward adjustments that are not into account in any subsequent adjustments, and make such carried-forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of the first date of issue of the Notes and (b) otherwise (1) five Business Days prior to the Stated Maturity of the Notes or (2) prior to any Conversion Date, unless such adjustment has already been made. No adjustment will be made to the Conversion Rate or a Holder’s ability to convert the Notes if (i) such Holder otherwise participates (as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result holding Notes) in a change of one percent (1%transaction that would otherwise trigger an adjustment pursuant to Section 6.05(a) without converting; or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoingupon conversion, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) Holder receives shares of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Common Stock entitled to participate in the transaction, at the same time and upon the same terms transaction that would otherwise trigger an adjustment as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction6.05(a), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described No adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.00%; provided, however, that any adjustment which by reason of this Section 4.07 is not required to be adjusted: made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities; provided, further, however, that adjustments not otherwise made by reason of this Section 4.07 will be made (i) upon the issuance conversion of any Securities, (ii) upon a repurchase of the Securities pursuant to Article 3 and (iii) 25 Trading Days prior to the Maturity Date. All calculations under this Article 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan providing for the reinvestment of dividends or interest payable on the Company’s 's securities and or the investment of additional optional amounts thereunder in shares of Common Stock under any plan; Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause under (ii) above and outstanding as of the date the Securities were first issued; , (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities(v) accrued and unpaid interest, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (orincluding Additional Interest, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Dateany. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 4.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are permitted to participate in the transaction, at transaction without conversion on a basis and with notice that the same time Board of Directors of the Company determines in good faith to be fair and upon appropriate in light of the same terms as basis and notice on which holders of Common Stock participate in such the transaction. For the avoidance of doubt, without conversion, as if such Holder held a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of Common Stock equal the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Conversion Rate in effect on that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date or effective date, as applicable, of the transaction (without giving effect event occurs, at any time during the period from which the average is to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderbe calculated.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described No adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.00%; provided, however, that any adjustment which by reason of this Section 4.07 is not required to be adjusted: made shall be carried forward and the Company shall make such adjustment, regardless of whether the aggregate adjustment is less than 1.00%, within one year of the first such adjustment carried forward or in connection with any conversion of Securities. All calculations under this Article 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate need be made for (i) upon the issuance issuances of any Common Stock pursuant to any present or future Company plan providing for the reinvestment of dividends or interest payable on the Company’s securities and or the investment of additional optional amounts thereunder in shares of Common Stock under any plan; Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause under (ii) above and outstanding as of the date the Securities were first issued; , (iviii) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or , (viiiv) for upon the issuance of any shares of Common Stock or any securities convertible into or exchangeable for pursuant to the Common Stock or offering made concurrently with the right to purchase offering of the Securities (including upon the initial issuance and subsequent issuance of shares of Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in if the Conversion Rate less than over-allotment option is exercised by one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted underwriters thereunder) or (orv) accrued and unpaid interest, including Additional Interest, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Dateany. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 4.06 above for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are permitted to participate in the transactiontransaction without conversion, at concurrently with the same time holders of Common Stock, on a basis and upon with notice that the same terms as Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice to holders of Common Stock participate participating in such the transaction. Whenever a provision of this First Supplemental Indenture requires the calculation of an average of the Closing Price over a span of multiple days, without conversion, as if such Holder held a number of shares of Common Stock equal the Company will make appropriate adjustments to account for any adjustment to the Conversion Rate in effect on that becomes effective, or any event requiring an adjustment to the Ex Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of the transaction (without giving effect event occurs, at any time during the period from which the average is to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderbe calculated.

No Adjustment. The (a) No adjustment to the Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described made except as specifically set forth in this Article 10XII. (b) No adjustment in the Conversion Rate pursuant to this Article XII shall be required unless the adjustment would require a change of at least one percent (1.0%) in the Conversion Rate. However, any adjustments which are not required to be made because they would have required an increase or decrease of less than one percent (1.0%) shall be carried forward and be made on the first to occur of (i) any subsequent adjustment when the cumulative net effect of all adjustments not yet made will result in a change of at least one percent (1.0%) of the Conversion Rate and (ii) any conversion of the Notes. (c) Except as expressly provided in this Article XII, the Company shall not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities; provided, however, that if the application of the Conversion Rate adjustment provisions of Section 12.05 of this Eighteenth Supplemental Indenture would result in a decrease in the Conversion Rate, then no adjustment to the Conversion Rate shall be made (other than as a result of a share combination and readjustments as expressly provided in Section 12.05 of this Eighteenth Supplemental Indenture). (d) Without limiting the foregoing, the Conversion Rate shall will not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program or employee stock purchase plan of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) above and outstanding as of the date the Securities Notes were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (oraccrued and unpaid interest, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderany.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described No adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall be required unless the adjustment would result in a change in the Conversion Rate of at least 1.00%; provided, however, that any adjustment which by reason of this Section 4.07 is not required to be adjusted: made shall be carried forward and taken into account in subsequent adjustments and in connection with any conversion of Securities; provided, further, however, that adjustments not otherwise made by reason of this Section 4.07 will be made (i) upon the issuance conversion of any Securities, (ii) upon a repurchase of the Securities pursuant to Article 3 and (iii) 25 Trading Days prior to the Maturity Date. All calculations under this Article 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment in the Conversion Rate or the Incremental Share Factor need be made for (i) issuances of Common Stock pursuant to any present or future Company plan providing for the reinvestment of dividends or interest payable on the Company’s securities and or the investment of additional optional amounts thereunder in shares of Common Stock under any plan; Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause under (ii) above and outstanding as of the date the Securities were first issued; , (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities(v) accrued and unpaid interest, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (orincluding Additional Interest, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Dateany. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 4.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Holders are permitted to participate in the transaction, at transaction without conversion on a basis and with notice that the same time Board of Directors of the Company determines in good faith to be fair and upon appropriate in light of the same terms as basis and notice on which holders of Common Stock participate in such the transaction. For the avoidance of doubt, without conversion, as if such Holder held a distribution occurs that would generally result in adjustment of the number of shares deliverable to Holders of Common Stock equal the Securities as a portion of conversion consideration to which such Holders are entitled, instead of making that adjustment, the Company may instead deem such Holders to be Holders of record for purposes of that distribution so that such Holders would receive the distribution at the time they receive the conversion consideration. Whenever a provision of the Indenture requires the calculation of an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Conversion Rate in effect on that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex Date or effective date, as applicable, of the transaction (without giving effect event occurs, at any time during the period from which the average is to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderbe calculated.

No Adjustment. The (a) No adjustment in the Conversion Rate shall be required if Debentureholders may participate (as a result of holding the Debentures, without being required to convert to participate and at the same time as holders of Common Stock participate) in the transactions set forth in Section 15.06 (to the same extent as if the Debentures had been converted into Common Stock immediately prior to such transactions). (b) The Company will not be adjusted required to adjust the Conversion Rate for any transaction or event other than for any transaction those transactions and events described under clauses (i) through (v) of Section 15.06(a) or event described in this Article 10under the Section 15.01(i). Without limiting the foregoing, the Conversion Rate shall will not be adjusted: (i) : upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) securities; upon the issuance of any shares of Common Stock Stock, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or its Subsidiaries; upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above the immediately preceding sentence and outstanding as of the date the Securities Debentures were first issued; (iv) ; for accrued and unpaid interest, if any; ; upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in Section 15.06(a)(v); for the sale or issuance of new shares of Common Stock or-securities convertible into or exercisable for shares of Common Stock for cash, including at a price per share less than the fair market value thereof or otherwise, except as described in clauses (i) through (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e15.06(a), including structured or derivative transactions such in an acquisition (other than as accelerated share repurchase transactions or similar forward derivatives; (vi) described in Section 15.01(i)); solely for a change in the par value of the shares of Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderthird-party tender offer.

No Adjustment. The Notwithstanding anything to the contrary contained in Section 12.05 of this Supplemental Indenture: (a) No adjustment to the Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described made except as specifically set forth in this Article 10XII. Without limiting the generality of the foregoing, except as expressly provided in this Article XII, the Company shall not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. (b) No adjustment to the Conversion Rate pursuant to this Article XII shall be required unless the adjustment would require an increase or decrease of at least one percent (1.0%) in the Conversion Rate. However, any adjustments which are not required to be made because they would have required an increase or decrease of less than one percent (1.0%) shall be carried forward and be made on the first to occur of (i) any subsequent adjustment, (ii) any Notice of Redemption pursuant to Section 4.03(a) hereof, (iii) the first day of the next calendar year and (iv) any conversion of the Notes. (c) If the application of the Conversion Rate adjustment provisions of Section 12.05 of this Supplemental Indenture would result in a decrease in the Conversion Rate, then no adjustment to the Conversion Rate shall be made (other than as a result of a share combination and readjustments as expressly provided in Section 12.05 of this Supplemental Indenture). (d) Without limiting the foregoing, the Conversion Rate shall will not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program or employee stock purchase plan of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) above and outstanding as of the date the Securities Notes were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viiv) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securitiesaccrued and unpaid interest, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (orincluding Defaulted Interest, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holderany.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansecurities; (ii) upon the issuance of any shares of Common Stock Stock, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights);its Subsidiaries; 57 (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) for the sale or issuance of new shares of Common Stock or securities convertible into or exercisable for shares of Common Stock for cash, including at a price per share less than the fair market value thereof or otherwise, except as described in Section 10.06, or in an acquisition; (vii) solely for a change in the par value of the shares of Common Stock; or (viiviii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06a third-party tender offer. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (ie) the Company shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted then in effect (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of ; provided, however, that any Fundamental Change or Make-Whole Fundamental Change and (2) on adjustments to the Conversion DateRate which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further that if the Securities have been converted pursuant to Section 10.01, then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date record date or effective dateEffective Date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate Price shall not be adjusted for the issuance of Shares of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, or for the repurchase of Common Stock or any other transaction or event other than except for any transaction or event described in this Article 10Section 2.11(f). Without limiting the foregoing, the Conversion Rate Price shall not be adjusted: (i) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the CompanyIssuer’s securities and the investment of additional optional amounts in shares Shares of Common Stock under any plan in which purchases are made at market prices on the date or dates of purchase, without discount, and whether or not the Issuer bears the ordinary costs of administration and operation of the plan, including brokerage commissions; (ii) upon the issuance of any shares of Common Stock Shares, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase those shares Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company Issuer or any of the Company’s its Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options employee agreements or other rights)arrangements or programs, including the Equity Incentive Plan; (iii) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issuedsecurity; (iv) for accrued and unpaid interestthe sale or issuance of new Shares or securities convertible into or exercisable for Shares for cash, if anyincluding at a price per share less than the fair market value thereof or the Conversion Price or otherwise, except as described in Section 2.11(f)(v) above; (v) repurchases upon the issuance of any Shares of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivativesin connection with the X. Xxxxx Purchase Agreement; (vi) solely for a change upon the issuance of any Shares of Common Stock in connection with the par value exercise of any of the Common StockWarrants or the Existing Warrants; or (vii) for upon the issuance of any Shares of Common Stock or any securities convertible into or exchangeable for Common Stock or in connection with the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) settlement of the Conversion Rate as last adjusted (or, if never adjusted, Xxxxxx Payment Obligation in accordance with the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion DateXxxxxx Subscription Agreement. No adjustment to the Conversion Rate Price need be made pursuant to Section 10.06 2.11(f) for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)2.11(f)(i) above) if the Company Issuer makes provision for each Holder so that, upon any conversion of the Convertible Notes, the Purchaser shall be entitled to participate receive, in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal addition to the Conversion Rate Shares issuable upon conversion, such consideration in effect on respect of the Ex Date transaction to the extent such consideration would have been paid or made, as applicable, in respect of the Conversion Shares issued upon such conversion had Conversion Shares been outstanding immediately prior to the record date, or effective date, as applicable, of the applicable for such transaction (without giving effect to any adjustment pursuant to Section 10.06 2.11(f)(i) above on account of such transaction). For the avoidance of doubt, multiplied by principal amount (expressed if an event occurs that would trigger an adjustment to the Conversion Price pursuant to this Section 2.11 under more than one subsection hereof, such event, to the extent fully taken into account in thousands) of Securities held by such Holdera single adjustment, shall not result in multiple adjustments hereunder.

No Adjustment. The Conversion Rate Notwithstanding anything herein or in the Securities to the contrary, in no event shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan's securities; (ii) upon the issuance of any shares of Common Stock Shares or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights or other derivatives (including stock appreciation rights, deferred share units and performance share units) to purchase those shares Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights)Subsidiaries; (iii) upon the issuance of any Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any, including Additional Amounts, if any; (v) repurchases upon the repurchase of any Common Stock Shares pursuant to an open-market share repurchase program or other buy-back transaction that are is not a tender offers offer or exchange offers pursuant to offer of the nature described in Section 10.06(e), including structured 10.05; or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;Doc#: US1:12666659v9 (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06Shares. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company 10.05 shall carry forward any be required until cumulative adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect amount to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding ); provided, however, that any adjustments to the foregoing, all such deferred adjustments that have Conversion Rate which by reason of this Section 10.06 are not yet been required to be made shall be made (including carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2019, any adjustments that are less than one percent (1%) of to the Conversion Rate as last adjusted (orthat have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if never adjustedany, shall no longer be carried forward and taken into account in any subsequent adjustment to the initial Conversion Rate)) (1) on ; provided further, that if the effective date Company shall mail a notice of any Redemption pursuant to Section 3.04, or if a Fundamental Change or Make-Whole Fundamental Change and (2) on occurs, then, in each case, any adjustments to the Conversion DateRate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. No All calculations under this Article X shall be made to the nearest cent or to the nearest one-millionth of a share, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate need in accordance with Section 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be made adjusted as provided in Section 10.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.06 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. The Company shall not be required to adjust the Conversion Rate for a transaction any of the transactions described in Section 10.05 (other than for share splits or share combinations pursuant to Section 10.06(a)combinations) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of the Common Stock participate in such transactionShares participate, without conversion, as if such Holder held a number of shares of the Common Stock Shares equal to the Conversion Rate in effect on the Ex Date or effective dateEffective Date, as applicablethe case may be, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of for such transaction), multiplied by the principal amount (expressed in thousands) of Securities held by such Holder.. Doc#: US1:12666659v9

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described For the avoidance of doubt, except as provided above no adjustment in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjustedrequired: (i) upon the issuance of (A) any shares of Common Stock or (B) options, warrants or other rights to acquire Common Stock (including the issuance of Common Stock pursuant to such options, warrants or other rights), in any transaction resulting in an exchange for Fair Market Value, including in connection with a reduction of indebtedness or liabilities of the Company or its Subsidiaries including, without limitation, upon the conversion of convertible securities of the Company outstanding on the date the Notes were issued or pursuant to settlements with respect to claims related to any governmental or private litigation, dispute, investigation, proceeding or other similar action; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan or similar arrangement providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plansuch plan or arrangement; (iiiii) upon the issuance of any shares of Common Stock or options or rights to purchase those such shares pursuant to any present or future employee, director or consultant benefit plan or program of or similar arrangement of, or assumed by by, the Company or any of the Company’s Subsidiaries its Subsidiaries; (or iv) upon the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (iiiii) above of this Section 6.05(b) and outstanding as of the date the Securities Notes were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (viivi) for accrued and unpaid interest, if any. In addition, the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right Company will not be required to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No make an adjustment in the Conversion Rate less than one percent (unless the adjustment would require a change of at least 1%) of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the . The Company shall carry forward any adjustment that is less than 1% of the Conversion Rate, take such carried-forward adjustments that are not into account in any subsequent adjustments, and make such carried-forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of the first date of issue of the Notes and (b) otherwise (1) five Business Days prior to the Stated Maturity of the Notes or (2) prior to any Conversion Date, unless such adjustment has already been made. No adjustment will be made to the Conversion Rate or a Holder’s ability to convert the Notes if (i) such Holder otherwise participates (as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result holding Notes) in a change of one percent (1%transaction that would otherwise trigger an adjustment pursuant to Section 6.05(a) without converting; or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoingupon conversion, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) Holder receives shares of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on the Conversion Date. No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder Common Stock entitled to participate in the transaction, at the same time and upon the same terms transaction that would otherwise trigger an adjustment as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction6.05(a), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted: (i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights); (iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any; (v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives; (vi) solely for a change in the par value of the Common Stock; or (vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06. No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on (A) the Conversion DateDate (in the case of Physical Settlement) and (B) on each Trading Day of any Observation Period (in the case of Cash Settlement or Combination Settlement, and in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate). No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction), multiplied by the principal amount (expressed in thousands) of Securities held by such Holder. For the avoidance of doubt, this Section 10.07 shall not limit the operation of the proviso to the definition of Conversion Rate.