Common use of Conversion Privilege Clause in Contracts

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each A Holder of a Note shall have the right, at such Holder’s option, to may convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time on or prior to the close Close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity DateDate upon the occurrence of any of the events set forth in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes, subject to the provisions of this Article 10. Except as set forth below under Section 10.01(c) and in Section 10.11 and Section 10.12, if a Holder surrenders its Notes for conversion, such Holder will receive, in respect of each case$1,000 of principal amount of Notes to be converted: (i) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value (the “Required Cash Amount”), at an initial conversion rate and (ii) if the Conversion Value is greater than $1,000, a number of 47.7612 shares of Common Stock (the “Remaining Shares”), equal to the sum of the Daily Share Amounts for each of the twenty consecutive Trading Days in the Conversion Reference Period, subject to the right of the Company to deliver Cash in lieu of all or a portion of such Remaining Shares as described below. (b) By the Close of Business on the Business Day prior to the first scheduled Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in Cash (the “Cash Percentage”) and will notify the Noteholder of such Cash Percentage through written notice to the Trustee (the “Cash Percentage Notice”). If the Company elects to specify a Cash Percentage, (x) the amount of Cash that the Company will deliver pursuant to clause (b) of this Section 10.01 in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (i) the Cash Percentage, (ii) the Daily Share Amount for such Trading Day, and (iii) the Volume Weighted Average Price of the Common Stock for such Trading Day and (y) the number of shares of Common Stock deliverable in respect of each Business Day in the applicable Conversion Reference Period (in lieu of the full Daily Share Amount for such Trading Day pursuant to clause (b) above) will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the Close of Business on the Trading Day prior to the first -44- scheduled Trading Day of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company will pay Cash in lieu of fractional shares otherwise issuable upon conversion of such Note, pursuant to Section 10.03 hereof. The Company may, at its option, revoke any Cash Percentage Notice through written notice to the Trustee by the Close of Business on the Business Day prior to the scheduled first Trading Day of the applicable Conversion Reference Period. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to deliver shares in connection with any conversion of Notes if to do so would constitute a violation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, any foreign antitrust requirements or any similar laws ("Antitrust Laws") and, to the extent the Company has elected to settle the Conversion Value in excess of the Required Cash Amount in shares (or is required to do so because it has not made any election to the contrary), the Company may defer delivery of the Remaining Shares until permitted under such laws (although such shares will be delivered promptly to the maximum extent permitted) and for avoidance of doubt, in no such event shall the Company be required to deliver cash in lieu of the Remaining Shares. In this regard, in the event of any conversion by any Initial Purchaser or any Sponsor Purchaser while there is an Affiliate or representative of any Initial Purchaser or any Sponsor Purchaser on the Board of Directors or, in any event, prior to the Designee Termination Date (as defined in the Note Purchase Agreement), in connection with and prior to such conversion, such Person will either (i) certify to the Company that no filings or clearances are required under Antitrust Laws and delivery of shares issued upon such conversion would not violate any Antitrust Laws (and, if requested, provide reasonably detailed information supporting such determination), or (ii) certify that such filings or clearances are required, in which case such Person and the Company will provide reasonable cooperation with one another in connection with the making of such filings and obtaining of such clearances and such Person shall acknowledge that the Remaining Shares (or such portion of the Remaining Shares as to which restrictions under Antitrust Laws are applicable) shall not be required to be delivered until such time as all such filings have been made and such clearances obtained (including the expiration of any applicable waiting periods) or are no longer required. For purposes of the foregoing certifications, it will be assumed that the maximum number of Remaining Shares of Common Stock deliverable upon conversion of the Notes would be delivered. In connection with a certification pursuant to clause (i), such certification may be based on an irrevocable commitment to sell immediately upon receipt (which will be deemed satisfied if same day) a sufficient number of shares of Common Stock such that no filings or clearances are required under applicable Antitrust Laws in connection with the conversion of such Notes, provided, that if such commitment is the basis for such certification, such Person shall furnish reasonable evidence of such commitment in connection with such conversion and certification. (d) A Holder may convert a portion of the principal amount of a Note if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. (e) In the event of a stock split, combination, dividend or any other event resulting in an adjustment to the Conversion Rate pursuant to Section 10.06, 10.07, 10.08, 10.09 or 10.10, during the applicable Conversion Reference Period, appropriate adjustment to the equation for calculating Conversion Value and Remaining Shares shall be made, as determined by the Board of Directors. (f) Notes with respect to which a Fundamental Change Purchase Notice has been given by the Holder may be converted pursuant to this Article 10 only if the Fundamental Change Purchase Notice has been withdrawn in accordance with Section 3.02. (g) Whenever any event described in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes shall occur such that the Notes become convertible as provided in this Article 1410, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) Company shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, issue a press release and the Issuer does not instruct the Bid Solicitation Agent use its reasonable efforts to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, post such information on its website or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, otherwise publicly disclose this information or (y) promptly deliver, in accordance with Section 12.03, written notice of the Issuer is acting convertibility of the Notes to the Trustee and each Noteholder and to the Conversion Agent for the benefit of the Noteholders, which press release, website posting, public disclosure or written notice, as Bid Solicitation Agent and the Issuer fails to make case may be, shall include: (i) a description of such determination when obligated event; (ii) a description of the periods during which the Notes shall be convertible as provided in the preceding sentenceparagraph 7(a), thenparagraph 7(b), in either caseparagraph 7(c), the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% paragraph 7(d) or paragraph 7(e) of the product Notes as a result of the Last Reported Sale Price such event; (iii) a statement of the Common Stock and whether an adjustment to the Conversion Rate on each Trading Day of such failure. If shall take (iv) the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of procedures Noteholders must follow to convert their Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).in

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 148, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section 14.01(b8.01(b), at any time prior to the close of business on the Business Day immediately preceding November April 15, 2025 2019, under the circumstances and during the periods set forth in Section 14.01(b8.01(b), and (ii) regardless of whether any of the conditions described set forth in Section 14.01(b)8.01(b) has been met, on or after November April 15, 2025 2019, and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock the applicable Conversion Rate (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.028.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November April 15, 20252019, a Holder may surrender all or any portion of its the Notes for conversion at any time shall be convertible during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i)) and the definition of Trading Price, for each Trading Day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental IndenturePrice. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes in the manner described in this subsection (b)(i) and the definition of Trading Price beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion RateRate on such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentenceNotes, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids Agent, and the Bid Solicitation Agent fails to make such determination, in each case when the Company or (y) the Issuer is acting as Bid Solicitation Agent and Agent, as the Issuer fails case may be, is obligated to make such determination when obligated as provided in do so pursuant to the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above Condition has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day. If, at any time after the Trading Price condition set forth above Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day.

Conversion Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article 14VIII, each a Holder of a Note Notes shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business scheduled Trading Day immediately preceding November February 15, 2025 2013 at a rate (the “Conversion Rate”) of 13.1203 Common Shares (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes (the “Conversion Obligation”) under the circumstances and during the periods set forth in Section 14.01(b)below. On and after February 15, and (ii) 2013, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 14.01(b)8.11 hereof, on a Noteholder shall have the right, at such holder’s option, to convert all or after November 15, 2025 and any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding the Maturity Date, in each case, Date at an initial conversion rate a Conversion Rate of 47.7612 shares of 13.1203 Common Stock Shares (subject to adjustment by the Company as provided in this Article 14, the “Conversion Rate”Section 8.04) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable proceduresNotes. (b1) (i) Prior A Holder of Notes shall have the right, at such Holder’s option, to the close of business on the Business Day immediately preceding November convert its Notes prior to February 15, 20252013, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock Shares on such date and the Conversion Rate on each such Trading Day. The Trading Prices shall be date, all as determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and Trustee in the definition of Trading Price set forth manner described in this Supplemental Indenturethe immediately succeeding paragraph. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Issuer has requested such determinationCompany to do so in writing, and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Noteholder or Noteholders of at least $1,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock at such time and the then- applicable Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall select three independent nationally recognized securities dealers (each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such determination to the Company and the Trustee in writing, and the Company shall instruct the Bid Solicitation Agent (if other than Independent Securities Dealers to provide a secondary market quotation for the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the then-applicable Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Noteholders. If, If at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the then-applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders Noteholders. (2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met. (c) A Holder of Notes shall have the right, at such Holder’s option, to convert Notes during any calendar quarter after the quarter ended June 30, 2008, and only during such calendar quarter, if the Last Reported Sale Price for the Common Shares for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Conversion Price (the “Conversion Trigger Price”) on such last Trading Day, which Conversion Price shall be subject to adjustment in accordance with this Article VIII. The Conversion Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are convertible as a result of the price of Common Shares as contemplated in the previous sentence and notify the Company and the Trustee. (d) In the event that the Company has delivered a notice of redemption in accordance with Section 1104 of the Base Indenture and Section 3.03 of this Sixth Supplemental Indenture to the Holders of Notes, a Holder of Notes may convert Notes at any time prior to the close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may not convert such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Sixth Supplemental Indenture. (e) (i) In the event that the Company elects to: (A) distribute to all or substantially all holders of Common Shares rights entitling them to purchase, for a period expiring within 60 days, Common Shares at a price less than the Last Reported Sale Price of the Common Shares for the Trading Day immediately preceding the declaration date of such distribution; or (B) distribute to all or substantially all holders of Common Shares, assets or debt securities of the Company or rights to purchase the Company’s securities, which distribution has a per share value (as determined by the Board of Trustees) exceeding 15% of the Last Reported Sale Price of the Common Shares on the day immediately preceding the date of declaration of such distribution, then, in either case, Holders may surrender the Notes for conversion at any time on and after the date that the Company provides notice to Holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify Holders of any distribution referred to in either clause (A) or clause (B) above and of the resulting conversion right no later than the 35th Business Day prior to the Ex-Dividend Date for such distribution. (ii) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a Holder may surrender Notes for conversion at any time from and after the 30th scheduled Trading Day prior to the anticipated Effective Date of such transaction or event until the related Fundamental Change Repurchase Date and, upon such surrender, the Holder shall be entitled to the increase in the Conversion Rate, if any, specified in Section 8.01(g). The Company shall give notice to all record Noteholders and the Trustee and issue a press release of the Fundamental Change no later than 30 scheduled Trading Days prior to the anticipated effective date of the Fundamental Change. (iii) If the Company is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which the Common Shares would be converted into cash, securities and/or other property, then the Holders shall have the right to convert Notes at any time beginning fifteen calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction; provided such transaction does not otherwise constitute a Fundamental Change to which the provisions of Section 8.01(e)(ii) shall apply. The Company shall give notice to all record Noteholders and the Trustee and issue a press release at least 20 calendar days prior to the anticipated effective date of such transaction. If the Board of Trustees determines the anticipated effective date of the transaction, such determination shall be conclusive and binding on the Holders. (f) The Notes shall be convertible at any time beginning on the first Business Day after any 30 consecutive Trading Day period during which Common Shares are not listed on either a U.S. national securities exchange. (1) If a Noteholder elects to convert Notes in connection with a Fundamental Change that occurs prior to May 20, 2013, the Conversion Agent Rate applicable to each $1,000 principal amount of Notes so converted shall be increased by an additional number of Common Shares (the “Additional Shares”) as described below. Settlement of Notes tendered for conversion to which Additional Shares shall be added to the Conversion Rate as provided in this subsection shall be settled pursuant to Section 8.02 below, as applicable. For purposes of this Section 8.01(g), a conversion shall be deemed to be “in connection with” a Fundamental Change to the extent that the related conversion notice is delivered during the time period beginning on the 30th Trading Day prior to the anticipated Effective Date of such Fundamental Change and ending on the related Fundamental Change Repurchase Date, inclusive (regardless of whether the provisions of clauses (b), (c), (d), (e) or (f) of this Section 8.01 shall apply to such conversion). Such conversion notice shall indicate that the Holder of Notes has elected to convert Notes in connection with a Fundamental Change; provided, however, that the failure to so indicate shall not in any way affect the Conversion Obligation or the right of such Holder to receive Additional Shares in connection with such conversion. (i) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”), and the Stock Price; provided, that if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Price amounts and the two nearest Effective Dates, as applicable, based on a 365-day year; provided further that if (1) the Stock Price is greater than $120.00 per Common Share (subject to adjustment in the same manner as set forth in Section 8.04), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $62.86 per Common Share (subject to adjustment in the same manner as set forth in Section 8.04), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 15.9083 per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in clauses (a), (b) and (c) of Section 8.04). (ii) The Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares within the table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 8.04 (other than by operation of an adjustment to the TrusteeConversion Rate by adding Additional Shares).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15January 1, 2025 2022 under the circumstances and during the periods set forth in Section 14.01(b), and ; (ii) regardless of the conditions described in Section 14.01(b), on or after November 15January 1, 2025 and 2022, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 38.7034 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15January 1, 20252022, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple thereof) for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures described below in this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination. (if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At the Measurement Periodtime of such request, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day of such failure. Day. (B) If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. (C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any a portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in in, and during the periods set forth in, Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November June 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2018 and (ii) regardless of the conditions described in Section 14.01(b), on or after November June 15, 2025 2018 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 19.4354 Class A Shares (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November June 15, 20252018, a Holder may surrender all or any a portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock Class A Shares and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (Agent, if other than the Issuer) Company, of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the . The Bid Solicitation Agent (Agent, if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company, shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) Price), unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock Class A Shares and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (Agent, if other than the Issuer) Company, to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Class A Shares and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been metmet on any Trading Day, the Issuer Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Class A Shares and the Conversion Rate for such date, the Issuer Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failure.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November December 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2019 and (ii) regardless of the conditions described in Section 14.01(b), at any time on or after November December 15, 2025 2019 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 45.5840 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November December 15, 20252019, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the procedures and conditions described in this subsection (b)(i) concerning the Company’s obligation to request that the Bid Solicitation Agent determine the Trading Price and the Bid Solicitation Agent’s obligation to make a Trading Price determination. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationdetermination in writing, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) in writing to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersHolders (which notification may be made through the Depositary), the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders of the NotesNotes (which notification may be made through the Depositary), the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each A Holder of a Note shall have the right, at such Holder’s option, to may convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time on or prior to the close Close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity DateDate upon the occurrence of any of the events set forth in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes, subject to the provisions of this Article 10. Except as set forth below under Section 10.11, if a Holder surrenders its Notes for conversion, such Holder will receive, in respect of each case$1,000 of principal amount of Notes to be converted: (a) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value (the “Required Cash Amount”), at an initial conversion rate and (b) if the Conversion Value is greater than $1,000, a number of 47.7612 shares of Common Stock (the “Remaining Shares”), equal to the sum of the Daily Share Amounts for each of the twenty consecutive Trading Days in the Conversion Reference Period, subject to the right of the Company to deliver Cash in lieu of all or a portion of such Remaining Shares as described below. By the Close of Business on the Business Day prior to the first scheduled Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in Cash (the “Cash Percentage”) and will notify the Noteholder of such Cash Percentage through written notice to the Trustee (the “Cash Percentage Notice”). If the Company elects to specify a Cash Percentage, (x) the amount of Cash that the Company will deliver pursuant to clause (b) of this Section 10.01 in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (i) the Cash Percentage, (ii) the Daily Share Amount for such Trading Day, and (iii) the Volume Weighted Average Price of the Common Stock for such Trading Day and (y) the number of shares of Common Stock deliverable in respect of each Business Day in the applicable Conversion Reference Period (in lieu of the full Daily Share Amount for such Trading Day pursuant to clause (b) above) will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the Close of Business on the Trading Day prior to the first scheduled Trading Day of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company will pay Cash in lieu of fractional shares otherwise issuable upon conversion of such Note, pursuant to Section 10.03 hereof. The Company may, at its option, revoke any Cash Percentage Notice through written notice to the Trustee by the Close of Business on the Business Day prior to the scheduled first Trading Day of the applicable Conversion Reference Period. (c) A Holder may convert a portion of the principal amount of a Note if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note. (d) In the event of a stock split, combination, dividend or any other event resulting in an adjustment to the Conversion Rate pursuant to Section 10.06, 10.07, 10.08, 10.09 or 10.10, during the applicable Conversion Reference Period, appropriate adjustment to the equation for calculating Conversion Value and Remaining Shares shall be made, as determined by the Board of Directors. (e) Notes with respect to which a Change in Control Purchase Notice has been given by the Holder may be converted pursuant to this Article 10 only if the Change in Control Purchase Notice has been withdrawn in accordance with Section 3.02. (f) Whenever any event described in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes shall occur such that the Notes become convertible as provided in this Article 1410, the “Conversion Rate”Company shall (x) per $1,000 principal amount of Notes issue a press release and use its reasonable efforts to post such information on its website or otherwise publicly disclose this information or (subject toy) promptly deliver, and in accordance withwith Section 12.03, written notice of the settlement provisions convertibility of Section 14.02, the “Conversion Obligation”). Neither Notes to the Trustee nor and each Noteholder and to the Conversion Agent (if other than for the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any benefit of the conditions described in Section 14.01(b) have been satisfied. If Noteholders, which press release, website posting, public disclosure or written notice, as the Notes are held by a Depositarycase may be, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.include: (b) (i) Prior a description of such event; (ii) a description of the periods during which the Notes shall be convertible as provided in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes as a result of such event; (iii) a statement of whether an adjustment to the close Conversion Rate shall take effect in respect of business on such event pursuant to Section 10.13; and (iv) the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of procedures Noteholders must follow to convert their Notes in accordance with this subsection (b)(i)Article 10, for each Trading Day including the name and address of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, including without limitation Section 14.12, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount (or $1.00 if PIK Interest has been paid) or an integral multiple of $1.00 in excess thereof) of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15May 30, 2025 2030 under the circumstances and during the periods set forth in Section 14.01(b), and ; (ii) regardless of the conditions described in Section 14.01(b), on or after November 15May 30, 2025 and 2030, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 29.73507 shares of Class A Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15May 30, 20252030, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount (or $1.00 if PIK Interest has been paid) or an integral multiple of $1.00 in excess thereof) for conversion at any time during the five Business Day period immediately after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes a Holder in accordance with the procedures described below in this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination. (if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each such Trading Day of such failure. Day. (B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. (C) If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct the Bid Solicitation Agent to obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and it fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failure.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1410, each a Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), Holder’s Notes at any time prior to the close Close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, upon the occurrence of any of the events set forth in each caseclauses (i) through (vii) of Section 10.01(b), at an initial conversion rate of 47.7612 shares of Common Stock a Conversion Rate (subject to adjustment as provided in this Article 14, the “Conversion Rate”) of 105.2632 shares of Common Stock per $1,000 principal amount of Notes (subject to, and in accordance withNotes. Upon conversion of any Notes, the settlement provisions Company shall deliver to the converting Holder Cash up to the aggregate principal amount of Notes to be converted and shares of Common Stock, Cash or a combination thereof in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted, as described in Section 14.02, 10.03 and subject to adjustment as set forth in this Article 10 (the Company’s obligation to deliver such consideration being herein called the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior A Holder may convert its Notes prior to the close Close of business Business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder may surrender all or upon the occurrence of any portion of its Notes for conversion the events set forth below: (i) during any calendar quarter commencing at any time after September 30, 2011, and only during such calendar quarter, if the Closing Price of Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter exceeds the Conversion Trigger Price (as defined in Section 10.01(c)) on the last Trading Day of such preceding calendar quarter; (ii) during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period during that five-day period was less than 98% of the product of the Last Reported Sale Closing Price of the Common Stock and the then Applicable Conversion Rate for the Notes on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the Bid Solicitation Agent pursuant procedures and conditions described in Section 10.01(d) concerning the Trustee’s obligation to this subsection (b)(i) and the definition of make a Trading Price determination (the “Trading Price Condition”); (iii) if the Company elects to distribute to all holders of Common Stock rights, options or warrants entitling all holders of Common Stock to subscribe for or purchase Common Stock, for a period expiring within 60 days after the record date for such distribution, at less than the average of the Closing Prices of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the first public announcement of such distribution, during the period beginning on, and including, the date the Company provides notice to Holders of such distribution as set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the IssuerSection 10.01(e) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for eachand ending on, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agentincluding, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount earlier of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, Close of Business on the Business Day prior to the Ex-Date for such distribution and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and Company’s announcement that such distribution will not take place; (iv) if the Issuer fails Company elects to make distribute to all holders of Common Stock Cash, debt securities (or other evidence of indebtedness) or other assets (excluding dividends or distributions described in Section 10.07(a)), which distribution, together with all other such determination when obligated as provided in distributions within the preceding sentencetwelve months, thenhas a per share value, in either caseas determined by the Board of Directors, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98exceeding 15% of the product average of the Last Reported Sale Price Closing Prices of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the first public announcement of such distribution, during the period beginning on, and including, the date the Company provides notice to Holders of such distribution as set forth in Section 10.01(e) and ending on, and including, the earlier of (x) the Close of Business on the Business Day prior to the Ex-Date for such distribution and (y) the Company’s announcement that such distribution will not take place; (v) if a Termination of Trading occurs, during the period from, and including, the earlier of (i) the date the applicable securities exchange announces that a Termination of Trading will occur and (ii) the effective date of the Termination of Trading, to, and including, the related Repurchase Date; (vi) if a Make-Whole Change in Control that does not constitute a Change in Control occurs or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of the Company’s assets, pursuant to which Common Stock would be converted into Cash, securities or other assets, during the period from, and including, the Conversion Rate on each date that is 25 Business Days prior to the anticipated effective date of the transaction, to, and including, the date that is 35 Trading Day Days after the actual effective date of such failure. If transaction; (vii) if a Change of Control occurs, during the Trading Price condition set forth above has been metperiod from, and including, the Issuer shall so notify date that is 25 Business Days prior to the Holdersanticipated effective date of the transaction, to, and including, the Trustee and the Conversion Agent related Repurchase Date; (if other than the Trustee). Ifviii) for Notes that have been called for redemption, at any time prior to the Close of Business on the Business Day immediately preceding the Redemption Date, even if the Notes are not otherwise convertible at such time; or (ix) at any time on or after May 1, 2031 until the Trading Price condition set forth above has been met, Close of Business on the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of Business Day immediately preceding the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Maturity Date.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day business day immediately preceding November October 15, 20252033 (the "CONVERSION EXPIRATION DATE") and subject to the provisions of this Article 11, a Holder may convert Debentures into shares of Common Stock at an initial conversion rate of 1.0404 shares of Common Stock for each $1,000 principal amount of Debentures (equivalent to a conversion price of $961.20 per share of Common Stock (the "INITIAL CONVERSION PRICE")), subject to adjustment pursuant to Section 11.06 (the Initial Conversion Price as so adjusted from time to time, the "CONVERSION PRICE") during each of the following periods (each such period, a "PERMITTED CONVERSION PERIOD"): (a) during the fiscal quarter immediately following each fiscal quarter (such previous fiscal quarter, the "PRIOR FISCAL QUARTER") in which the Market Price Condition has been satisfied, (b) during the period beginning on the date the Debentures are called for redemption and ending at the close of business on the business day immediately prior to the Redemption Date, (c) during the five (5) consecutive business days after the Trading Price Condition has been satisfied, (d) during a Dividend Payment Period; provided that this clause (d) shall not apply with respect to a Holder that is otherwise permitted to, elects to and in fact does participate in the dividend or distribution (on an as-if-converted basis) giving rise to such right of conversion, and (e) during the period commencing on the date a Company Change of Control Offer Notice is mailed to Holders pursuant to Section 3.11(c) and ending thirty (30) days after the Company gives such notice. In addition, if the Company is a party to a consolidation, merger or binding share exchange, in each case, pursuant to which Common Stock would be converted into cash or property other than securities, a Holder may surrender all or any portion of its Notes Debentures for conversion at any time during from and after the five Business Day period immediately date that is 15 days prior to the anticipated effective date of such transaction until 15 days after any five consecutive Trading Day period the actual effective date of such transaction. The Board of Directors shall determine the anticipated effective date of the transaction, and such determination shall be conclusive and binding on the holders and shall be publicly announced by the Company by publication on its website or through such other public medium as it may use at that time not later than two (the “Measurement Period”2) business days prior to such fifteenth day. A Debenture in respect of which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes Holder elects to exercise its option to require repurchase pursuant to Section 3.11 may be converted only if such Holder withdraws its election in accordance with this subsection Section 3.11 (b)(i), for each Trading Day d) and Section 3.12. A Holder of the Measurement Period was less than 98% Debentures is not entitled to any rights of the product a holder of the Last Reported Sale Price of the Common Stock until such Holder has converted its Debentures to Common Stock, and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice only to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant extent such Debentures are deemed to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers have been converted to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)under this Article 11.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413 (including, for the avoidance of doubt, the restrictions set forth in Section 13.12), each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, Date at an initial conversion rate of 47.7612 333.3333 shares of Common Stock (subject to adjustment as provided in this Article 14, 13) (the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither With respect to any Notes that are converted after the Trustee nor the Conversion Agent date of issuance of a Redemption Notice (if other than the Trusteein connection with an Acquisition Redemption) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior and prior to the close of business on the Business Scheduled Trading Day immediately preceding November 15, 2025, the related Redemption Date (unless the Company fails to pay the redemption price as required under Section 3.07 (in which case a Holder may surrender all convert such Note until the redemption price, including the Applicable Premium (if any), has been paid or any portion duly provided for), in addition to the payment or delivery of its Notes for the consideration due upon conversion at any time during as described in Section 13.02, the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of NotesCompany shall pay or deliver, as determined following a request by Holders the case may be, the Make-Whole Premium in cash, shares of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock or a combination of cash and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition shares of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading PriceCommon Stock, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided specified in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids Redemption Notice and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided described in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Section 3.07.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15August 1, 2025 2018 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November 15August 1, 2025 2018 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 40.2945 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15August 1, 20252018, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Business-Day period immediately after any five consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. (ii) If, prior to the close of business on the Business Day immediately preceding August 1, 2018, the Company elects to: (A) issue to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of its Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of its Common Stock the Company’s assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Notes may be surrendered for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time. For purposes of this Section 13.01(b)(ii)(A) and Section 13.04(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. Notwithstanding the immediately preceding paragraph, Holders of the Notes will not be permitted to so surrender their Notes for conversion if such Holders are entitled to participate (solely as a result of holding the Notes), at the same time and on the same terms as Holders of the Common Stock, in such issuance or distribution without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If a transaction or event that (x) constitutes a Fundamental Change occurs, (y) constitutes a Make-Whole Fundamental Change occurs or (z) if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of the Company’s assets, pursuant to which the Common Stock would be converted into cash, securities or other assets not set forth in (x) and (y) above, in each case prior to the close of business on the Business Day immediately preceding August 1, 2018, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 14.01, then the Notes may be surrendered for conversion at any time from or after the effective date of the transaction or event until the earlier of (A) 35 Trading Days after the actual effective date of such transaction or event (or, if later, the date on which the Company delivers written notice of such transaction or event) or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date, and (B) the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing no later than five Business Days following the date the Company publicly announces such transaction or event. (iv) Prior to the close of business on the Business Day immediately preceding August 1, 2018, the Notes may be surrendered for conversion during any calendar quarter commencing after the calendar quarter ending on June 30, 2013 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than 130% of the Conversion Price on each applicable Trading Day. The Conversion Agent, on behalf of the Company, shall determine at the beginning of each calendar quarter commencing after June 30, 2013 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Company and the Trustee if the Notes become convertible in accordance with this clause. (v) If the Company calls a Holder’s Notes for Optional Redemption pursuant to Article 15, such Holder shall have the right to convert such Holder’s Notes until the close of business on the Business Day immediately preceding the applicable Redemption Date (or, if the Company defaults in the payment of the Redemption Price in respect of such Optional Redemption, such date on which such default is no longer continuing), after which time such right to convert will expire.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1410, each a Holder of a Note Security shall have the right, at such Holder’s 's option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note Security into shares of Common Stock at the Conversion Rate in effect on the date of conversion: (i1) subject to satisfaction during any fiscal quarter of the conditions described in Section 14.01(bCompany (a "Fiscal Quarter"), if as of the last day of the immediately preceding Fiscal Quarter, the Sale Price of the Common Stock for at least 20 Trading Days in the 30 consecutive Trading Day period ending on the last day of such preceding Fiscal Quarter was more than 120% of the Conversion Price in effect on such 30th Trading Day; (2) at any time prior to the close of business on the Business Day immediately preceding November 15the date fixed for redemption, 2025 under if such Security has been called for redemption pursuant to Article 3 hereof; (3) at any time following the circumstances occurrence and during the periods set forth continuance of an Event of Default; or (4) as provided in Section 14.01(b)(b) of this Section 10.01. The Company or a designated agent shall determine on a daily basis whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (1) above and, if the Securities shall be so convertible, the Company shall promptly deliver to the Trustee and Conversion Agent written notice thereof. Whenever the Securities shall become convertible pursuant to Section 10.01, the Company or, at the Company's request, the Trustee in the name and at the expense of the Company, shall promptly notify the Holders of the event triggering such convertibility in the manner provided in Section 11.02, and the Company shall also promptly publicly announce such information through Dow Jones & Company, Inc. or Bloomberg Business News and publ▇▇▇ ▇t on the Company's Web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. (iib) regardless of In addition, in the conditions event that: (1) the Company makes a distribution described in Section 14.01(b10.03(d) or (e), the Fair Market Value (as determined by the Board of Directors) of such distribution per share of Common Stock exceeds 15% of the Sale Price of a share of Common Stock on or the Business Day immediately preceding the date of declaration of such distribution, then, in each case, the Securities may be surrendered for conversion at any time on and after November 15the date that the Company gives notice to the Holders of such right, 2025 and which shall be not less than 20 days prior to the Ex-Dividend Time for such distribution, until the earlier of the close of business on the Business Day immediately preceding the Maturity DateEx-Dividend Time or the date the Company announces that such distribution will not take place. (2) the Company consolidates with or merges into another Person, in each caseor transfers, at an initial conversion rate sells, leases or otherwise disposes of 47.7612 all or substantially all of its assets, or is a party to a binding share exchange pursuant to which the shares of Common Stock (subject to adjustment would be converted into cash, securities or other property as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described set forth in Section 14.01(b) have been satisfied. If 10.04 hereof, then the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder Securities may surrender all or any portion of its Notes be surrendered for conversion at any time during from and after the five Business Day period immediately date which is 15 days prior to the date announced by the Company as the anticipated effective time of such transaction until 15 days after any five consecutive Trading Day period (the “Measurement Period”) in which actual date of such transaction, and, at such effective time, the Trading Price per $1,000 principal amount right to convert the Securities into shares of NotesCommon Stock shall be changed, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice Section 10.04, into a right to convert into the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, kind and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless such cash, securities or other property which the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day Holder of such failure. If Securities would have received if such Holder had converted the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal Securities immediately prior to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)transaction.

Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described set forth in Section 14.01(b15.01(b), at any time prior to the close of business on the Business Day immediately preceding November March 15, 2025 2028 under the circumstances and during the periods set forth in Section 14.01(b15.01(b), and (ii) regardless irrespective of the conditions described set forth in Section 14.01(b15.01(b), on or after November March 15, 2025 2028 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 108.0847 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, Company and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Trustee with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to Company will determine, or if will instruct the Issuer is acting as Bid Solicitation Agent, the Issuer shall Trustee to determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer shall Company will so notify the HoldersNoteholders, the Trustee and the Conversion Agent and issue a press release (if other than and make the Trustee)press release available on the Company’s website) announcing the satisfaction of the condition. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer shall Company will so notify the Holders holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Agent.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November October 15, 2025 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November October 15, 2025 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 9.9936 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November October 15, 20252026, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding October 15, 2026, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 48 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding October 15, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding October 15, 2026, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding October 15, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 65 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount Original Principal Amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the 5th Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 26.6617 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount Original Principal Amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty All references herein to determine or verify the Issuer’s determination a conversion of whether any Notes refer to conversion of the conditions described in Section 14.01(b) have been satisfied. If Original Principal Amount thereof, and, for the avoidance of doubt, the amount of consideration deliverable upon conversion of the Notes are held shall not be affected by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation accretion of forms for conversion required by the Depositary’s applicable proceduresAccreted Principal Amount pursuant to Section 2.11. (b) (i) Prior If the Company elects to: (A) issue to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or substantially all holders of the Common Stock any portion rights, options or warrants entitling them, for a period of its Notes not more than 45 calendar days after the announcement date of such issuance, to subscribe for conversion or purchase shares of the Common Stock at any time during a price per share that is less than the five Business Day period immediately after any five average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period (the “Measurement Period”) in which ending on, and including, the Trading Price Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company, which distribution has a per $1,000 principal amount of Notesshare value, as reasonably determined following a request by Holders the Board of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i)Directors, for each Trading Day of the Measurement Period was less than 98exceeding 10% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount Day preceding the date of Notes unless the Issuer has requested announcement for such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentencedistribution, then, in either case, the Trading Price per $1,000 principal amount of Notes Company shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing at least 10 Scheduled Trading Days prior to the Record Date for such issuance or distribution.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15January 1, 2025 2023 under the circumstances and during the periods set forth in Section ‎Section 14.01(b), and (ii) regardless of the conditions described in Section ‎Section 14.01(b), on or after November 15January 1, 2025 2023 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 5.0358 shares of Common Stock (subject to adjustment as provided in this Article ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ‎Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section ‎‎Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15January 1, 20252023, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). (ii) If, prior to the close of business on the Business Day immediately preceding January 1, 2023, the Issuer elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan unless the rights have separated from the Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Issuer’s assets, securities (other than a distribution of the Common Stock as to which an adjustment was effected pursuant to ‎Section 14.04(a)) or rights to purchase securities of the Issuer, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Issuer shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Issuer has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Issuer’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. Notwithstanding the two immediately preceding sentences, Holders of the Notes will not be permitted to so surrender their Notes for conversion if such Holders are entitled to participate (solely as a result of holding the Notes), at the same time and upon the same terms as holders of the Common Stock, in such issuance or distribution without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding January 1, 2023, regardless of whether a Holder has the right to require the Issuer to repurchase the Notes pursuant to ‎Section 15.02, or if the Issuer is a party to a Share Exchange Event (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the date that is 30 Scheduled Trading Days prior to the anticipated effective date of such Corporate Event (or, if later, the Business Day after the Issuer gives notice of such Corporate Event) until 35 Trading Days after the actual effective date of such Corporate Event or, if such Corporate Event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Issuer shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) by mail or electronic delivery (i) as promptly as practicable following the date the Issuer publicly announces such Corporate Event but in no event less than 30 Scheduled Trading Days prior to the anticipated effective date of such Corporate Event or (ii) if the Issuer does not have knowledge of such Corporate Event or, in the case of any merger, consolidation, binding share exchange or transfer or lease of all or substantially all of the Issuer’s assets, the Issuer has not entered into a Definitive Agreement with respect to such Corporate Event to which it is a party, in each case at least 30 Scheduled Trading Days prior to the anticipated effective date of such Corporate Event, within one Business Day of the date upon which the Issuer receives notice, or otherwise becomes aware, of or (in the case of any merger, consolidation, binding share exchange or transfer or lease of all or substantially all of the Issuer’s assets) enters into a Definitive Agreement with respect to, such Corporate Event, but in no event later than the actual effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding January 1, 2023, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2016, if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Issuer shall determine at the beginning of each calendar quarter commencing after September 30, 2016 whether the Notes may be surrendered for conversion in accordance with this clause ‎(iii) and shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) by mail or electronic delivery if the Notes become convertible in accordance with this clause ‎(iii). (v) If the Issuer calls any or all of the Notes for redemption pursuant to ‎Article 16 prior to the close of business on the Business Day immediately preceding January 1, 2023, then a Holder may surrender all or any portion of its Notes for conversion at any time prior to the close of business on the Scheduled Trading Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time. After that time, the right to convert shall expire, unless the Issuer defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert its Notes until the Redemption Price has been paid or duly provided for.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1410, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b10.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15June 1, 2025 2017 under the circumstances and during the periods set forth in Section 14.01(b10.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b10.01(b), on or after November 15June 1, 2025 2017 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 33.3042 shares of Common Stock (subject to adjustment as provided in this Article 1410, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0210.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15June 1, 20252017, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1412, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b12.01(b), at any time prior to the close of business on the Business Day immediately preceding November 151, 2025 2017 under the circumstances and during the periods set forth in Section 14.01(b12.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b12.01(b), on or after November 151, 2025 2017 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 86.6739 shares of Common Stock (subject to adjustment as provided in this Article 14Section 12.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0212.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 151, 20252017, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which . At such time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentencedetermination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). The Company shall initially act as the Bid Solicitation Agent. The Company may appoint a nationally recognized securities dealer to act as Bid Solicitation Agent.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described below in Section 14.01(b12.01(b), at any time prior to the close Close of business Business on the Business Day immediately preceding November December 15, 2025 2018, under the circumstances and during the periods set forth in Section 14.01(b12.01(b), and (ii) regardless irrespective of the conditions described below in Section 14.01(b12.01(b), on or after November December 15, 2025 2018, and at any time prior to the close Close of business Business on the second Scheduled Trading Day immediately preceding the Maturity Date into Conversion Settlement Consideration in the manner provided in, and subject to, this Article XII. (i) Prior to the Close of Business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November December 15, 20252018, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the calendar quarter ending on September 30, 2014 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than 130% of the Conversion Price on each applicable Trading Day. (ii) Prior to the Close of Business on the Business Day immediately preceding December 15, 2018, a Holder may surrender all or any time portion of its Notes for conversion during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(iSection 12.01(b)(ii), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the procedures and conditions described below concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 12.01(b)(ii) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount a Holder of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If the Company does not, when required as provided above, instruct the Bid Solicitation Agent (if other than the Company) to determine the Trading Price per $1,000 principal amount of Notes, or if the Company instructs the Bid Solicitation Agent (if other than the Company) to obtain bids, and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. (iii) If, prior to the Close of Business on the Business Day immediately preceding December 15, 2018, the Company elects to: (A) distribute to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the declaration date for such distribution, to subscribe for or purchase shares of its Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution; or (B) distribute to all or substantially all holders of its Common Stock the Company’s assets, securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 85 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time. (iv) If a transaction or event that (x) constitutes a Fundamental Change occurs, (y) constitutes a Make-Whole Fundamental Change occurs or (z) if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of the Company’s assets, pursuant to which the Common Stock would be converted into cash, securities or other assets not set forth in (x) and (y) above, in each case prior to the Close of Business on the Business Day immediately preceding December 15, 2018, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 13.01, then all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the date that is 85 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company provides notice of such transaction or event) until the earlier of (A) 35 Trading Days after the actual effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date, and (B) the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) (i) as promptly as practicable following the date the Company publicly announces such transaction but in no event less than 85 Scheduled Trading Days prior to the anticipated effective date of such transaction or (ii) if the Company does not have knowledge of such transaction at least 85 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, but in no event later than the actual effective date of such transaction; provided, however, that, notwithstanding the foregoing, in no event will the Company be required under this Indenture to provide such notice before the earlier of such time as the Company or the Company’s affiliates (x) have publicly disclosed or acknowledged the circumstances giving rise to such transaction and (y) are required to publicly disclose under applicable law or the rules of any securities exchange on which the Common Stock is then listed or admitted for trading the circumstances giving rise to such transaction.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November July 15, 2025 2017 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November July 15, 2025 2017 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 50.3290 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November July 15, 20252017, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than to determine in the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, manner provided herein the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b)Error! Reference source not found., at any time prior to the close of business on the Business Day immediately preceding November September 15, 2025 2027 under the circumstances and during the periods set forth in Section 14.01(b)Error! Reference source not found., and (ii) regardless of the conditions described in Section 14.01(b)Error! Reference source not found., on or after November September 15, 2025 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 4.3720 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November September 15, 20252027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the ​ Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. At such time as the Company instructs the Bid Solicitation Agent (if other than the Company) to obtain bids, the Company shall provide the Bid Solicitation Agent with the names and contact information for the securities dealers it selected and the Company shall instruct such securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November January 15, 2025 2019 under the circumstances and during the periods set forth in Section ‎Section 14.01(b), and (ii) regardless of the conditions described in Section ‎Section 14.01(b), on or after November January 15, 2025 2019 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 67.4093 shares of Common Stock (subject to adjustment as provided in this Article ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ‎Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the IssuerCompany’s determination of whether any of the conditions described in Section ‎‎Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November January 15, 20252019, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the IssuerCompany). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such dateTrading Day, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15September 1, 2025 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15September 1, 2025 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 193.1807 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither As provided for in Section 14.09, the Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If satisfied that makes the Notes are held by a Depositary, eligible for conversion or no longer eligible therefor unless and until the Issuer shall reasonably cooperate with Company delivers the related notices referred to in Section 14.01(b). Neither the Trustee nor the Conversion Agent in (if other than Trustee) shall have any liability or responsibility for determining the preparation convertibility of forms for conversion required by the Depositary’s applicable proceduresNotes or whether any condition to such convertibility has been satisfied. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15September 1, 20252030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Bid Solicitation Agent following a request by a Holder or Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so promptly notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). Neither the Trustee nor the Bid Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding September 1, 2030, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 65 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place (or, if later, in the case of a separation of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice), in each case, even if the Notes are not otherwise convertible at such time; provided that a Holder may not convert its Notes pursuant to this subsection (b)(ii) if it participates, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert its Notes as if it held a number of shares of Common Stock equal to the Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding September 1, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding September 1, 2030, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding September 1, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time during the relevant Redemption Period, even if the Called Notes are not otherwise convertible at such time. If the Company makes an All Notes Election with respect to a Partial Redemption pursuant to Section 16.02(d), Holders of all outstanding Notes may convert their Notes pursuant to this Section 14.01(b)(v) at any time during the relevant Redemption Period, irrespective of whether such Notes are Called Notes and even if the Notes are not otherwise convertible at such time. Following the relevant Redemption Period, the right to convert such Notes on account of the Company’s delivery of a Notice of Redemption pursuant to the two immediately preceding sentences shall expire. In the event of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), if the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 64th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 10 calendar days nor more than 50 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 9th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Partial Redemption (and, as a result thereof, convertible pursuant to this Section 14.01(b)(v)), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the relevant Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert its Notes pursuant to this Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Notes that are so converted in connection with such Notice of Redemption pursuant to Section 14.03. Accordingly, in the case of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate for conversions of such Notes during the related Redemption Period pursuant to Section 14.03, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November August 15, 2025 2015 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November August 15, 2025 2015 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 52.2766 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November August 15, 20252015, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November October 15, 2025 2021 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November October 15, 2025 2021 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 29.8806 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November October 15, 20252021, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period. At such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described set forth in Section 14.01(b15.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15January 13, 2025 2014 under the circumstances and during the periods set forth in Section 14.01(b15.01(b), and (ii) regardless irrespective of the conditions described set forth in Section 14.01(b15.01(b), on or after November 15January 13, 2025 2014 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 21.0235 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business second Scheduled Trading Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall determine, or shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersNoteholders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall so notify the Holders holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Agent.

Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described set forth in Section 14.01(b15.01(b), at any time prior to the close of business on the Business Day immediately preceding November 159, 2025 2018 under the circumstances and during the periods set forth in Section 14.01(b15.01(b), and (ii) regardless irrespective of the conditions described set forth in Section 14.01(b15.01(b), on or after November 159, 2025 2018 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 15.1947 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, Company and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Trustee with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to Company will determine, or if will instruct the Issuer is acting as Bid Solicitation Agent, the Issuer shall Trustee to determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer shall Company will so notify the HoldersNoteholders, the Trustee and the Conversion Agent and issue a press release (if other than and make the Trustee)press release available on the Company’s website) announcing the satisfaction of the condition. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock on such Trading Day, the Company will so notify the holders of the Notes, the Trustee and the Conversion Agent. (ii) In the event that the Company elects to: (A) distribute to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period of not more than sixty calendar days after the record date for such distribution, to subscribe for or purchase its Common Stock, at a price per share less than the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date for such distribution; or (B) distribute to all or substantially all holders of its Common Stock the Company’s assets, debt securities, or rights to purchase securities of the Company, which distribution has a per share value (as determined by the Board of Directors) exceeding 10% of the Last Reported Sale Price of the Common Stock and on the Conversion Rate Trading Day immediately preceding the date of declaration for such datedistribution, then, in each case, the Issuer Company shall so notify the Holders all holders of the Notes, the Trustee and the Conversion Agent not less than fifty Business Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, the Notes may be surrendered for conversion at any time until the earlier of (1) the close of business on the Business Day immediately prior to such Ex-Dividend Date and (2) the Company’s announcement that such distribution will not take place, even if other than the TrusteeNotes are not otherwise convertible at such time. No Noteholder may exercise this right to convert if the Noteholder otherwise may participate in the distribution without conversion (based upon the then-applicable Conversion Rate and upon the same terms as holders of the Company’s Common Stock).

Conversion Privilege. (a) Subject to and upon --------------------------------- compliance with the provisions of this Article 14, each Holder of a Note shall have the right10, at such the option of the Holder’s option, to convert all any Securities or any portion (if of the portion to be converted Principal Amount at Maturity thereof which is $1,000 principal amount or an integral multiple of $1,000 may be converted at the Principal Amount at Maturity thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Rate in effect at the time of conversion: (1) during any Conversion Period, if the Closing Price of the Common Stock for at least 20 trading days in the 30 consecutive trading day period ending on the first day of the Conversion Period was more than 120% of the Accreted Conversion Price on that thirtieth trading day; (2) during the five Business Day period following any 10 consecutive trading-day period in which the average of the Trading Prices for the Securities for that 10 trading-day period was less than 105% of the Average Conversion Value of the Securities during that period; (3) during any period after the 30th day following the original issuance of the Securities in which the credit rating assigned to the Securities by either ▇▇▇▇▇'▇ or Standard & Poor's is lower than Ba3 or BB-, respectively, in which the credit rating assigned to the Securities is suspended or withdrawn by either such rating agency or in which neither such rating agency continues to rate the Securities or provide ratings services coverage to the Company; (4) if the Company has called the Securities for redemption; or (5) upon the occurrence of the corporate transactions specified in clause (b) of such Note (i) subject to satisfaction this Section 10. 1. The Conversion Agent shall, on behalf of the conditions described Company, determine on a daily basis whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (1) or clause (2) above and, if the Securities shall be so convertible, the Company shall promptly deliver to the Trustee written notice thereof. Whenever the Securities shall become convertible pursuant to Section 10.1, the Company or, at the Company's written request, the Trustee in the name and at the expense of the Company, shall notify the Trustee and the Holders of the event triggering such convertibility in the manner provided in Section 14.01(b)11.2, and the Company shall also publicly announce such information and publish it on the Company's World Wide web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Except as expressly set forth in this paragraph, the Trustee (in any of its capacities hereunder) shall have no duty to determine the convertibility of any of the Securities. (b) In addition, in the event that: (1) (A) the Company distributes to all holders of its shares of Common Stock rights or warrants entitling them to subscribe for or purchase shares of Common Stock, at any time prior to a price per share less than the close Closing Price of business the Common Stock on the Business Day immediately preceding November 15the announcement of such distribution, 2025 under (B) the circumstances and during Company distributes to all holders of its shares of Common Stock, cash or other assets, debt securities or rights or warrants to purchase its securities, where the Fair Market Value (as determined by the Board of Directors) of such distribution per share of Common Stock exceeds 10% of the Closing Price of a share of Common Stock on the Business Day immediately preceding the date of declaration of such distribution, or (C) a Change in Control occurs but Holders of Securities do not have the right to require the Company to purchase their Securities as a result of such Change in Control because either (i) the Closing Price of the Common Stock for specified periods set forth (as described in Section 14.01(b), and the definition of Change in Control) exceeds specified levels (as described in the definition of Change in Control) or (ii) regardless the consideration received in such Change in Control consists of Capital Stock that is freely tradeable and the Securities become convertible into that Capital Stock as specified in the definition of Change in Control, then, in each case, the Securities may be surrendered for conversion at any time on and after the date that the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of (A) or (B), or within 30 days after the occurrence of the conditions described Change in Section 14.01(bControl, in the case of (C), on or after November 15, 2025 and prior to until the earlier of the close of business on the Business Day immediately preceding the Maturity DateEx-Dividend Time or the date the Company announces that such distribution will not take place, in each casethe case of (A) or (B), at an initial conversion rate or the earlier of 47.7612 30 days after the Company's delivery of the notice of the Change in Control or the date the Company announces that the Change of Control will not take place, in the case of (C), or (2) the Company consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the shares of Common Stock (subject to adjustment would be converted into cash, securities or other property as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described set forth in Section 14.01(b) have been satisfied. If 10.4 hereof, then the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder Securities may surrender all or any portion of its Notes be surrendered for conversion at any time during from and after the five Business Day period immediately after any five consecutive Trading Day period (date which is 15 days prior to the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined date announced by the Bid Solicitation Agent pursuant to this subsection (b)(i) and Company as the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which anticipated effective time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time transaction until 15 days after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount actual date of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)transaction.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is in minimum denominations of $1,000 principal amount or an integral multiple of $1,000 in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November February 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November February 15, 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 10.8556 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November February 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five consecutive Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 principal amount of such Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above Condition has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) on or within one Business Day of such determination. If, at any time after the Trading Price condition set forth above Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such dateTrading Day, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again until a new Holder request is made as provided in this subsection (b)(i).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15March 1, 2025 2023, under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November 15March 1, 2025 2023, and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 21.6275 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15March 1, 20252023, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Business-Day period immediately after any five 10 consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 1413, each a Holder of a Note shall have Security may convert the right, at Principal Amount of such Holder’s option, Security (or a portion thereof equal to convert all $1,000 or any portion (if the portion to be converted is integral multiple of $1,000 principal amount or an integral multiple in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), into Common Stock at any time prior to the close of business at the Stated Maturity only as follows: (i) (A) during any Conversion Period prior to December 15, 2028 if the Closing Price of the Company’s Common Stock for at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless first day of such Conversion Period was more than 130% of the conditions described in Section 14.01(b), applicable Conversion Price on the first day of the Conversion Period or (B) at any time on or after November December 15, 2025 and prior to 2028 through the close of business on the Business Day immediately preceding prior to Stated Maturity if the Maturity Date, in each case, at an initial conversion rate Closing Price of 47.7612 shares of the Company’s Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other is more than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any 130% of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the applicable Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.Price; (bii) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five consecutive Business Day period immediately after following any five consecutive Trading Day period (the “Measurement Period”) in which the average Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each the Securities for such five Trading Day of the Measurement Period period was less than 98% of the product of the Last Reported Sale average Closing Price of the Company’s Common Stock and during that five Trading Day period multiplied by the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by (the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of “Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to Condition”); provided, however, that if on the Bid Solicitation Agent (if other than the Issuer) date of the three independent nationally recognized securities dealers selected by the Issuer any conversion pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determinationCondition that is on or after December 15, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent2028, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Closing Price of the Company’s Common Stock and on the Trading Day immediately prior to the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Date is greater than or equal to 98% the Conversion Price, Holders surrendering Securities for conversion will receive, in lieu of shares of the product of the Last Reported Sale Price of the Company’s Common Stock and based on the Conversion Rate, shares of the Company’s Common Stock with a value equal to the Principal Amount of Securities being converted (a “Principal Value Conversion”). If (x) Shares of the Issuer is not acting Company’s Common Stock delivered upon a Principal Value Conversion will be valued at the greater of the effective Conversion Price as Bid Solicitation Agent, of the date eight Trading Days prior to the Conversion Date and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Closing Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product Conversion Date and will be delivered no later than the third Business Day following the determination of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).Closing Price;

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s 's option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November October 15, 2025 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November October 15, 2025 and prior to 2030 until the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of 171.3062 Common Stock Shares (subject to adjustment as provided in this Article 14, the “"Conversion Rate”") per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “"Conversion Obligation”"). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November October 15, 20252030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “"Measurement Period”") in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder or Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock Shares on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $1,000,000 principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock Shares on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Shares and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Shares and the Conversion Rate for such date, the Issuer Company shall so notify provide a written notice to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to 2037 Notes shall be convertible in accordance with their terms and upon compliance in accordance with the provisions of this Article 14, each Article. A Holder of a 2037 Note shall have may convert the right, at Principal Amount of such Holder’s option, to convert all 2037 Note (or any portion (if the portion thereof equal to be converted is a Principal Amount of $1,000 principal amount or an any integral multiple of a Principal Amount of $1,000 in excess thereof) into, for each $1,000 Principal Amount of such Note (i) subject 2037 Notes converted, cash and Ordinary Shares, if any, equal to satisfaction the sum of the conditions described in Section 14.01(b)Daily Settlement Amounts (such sum, the “Conversion Proceeds”) for each of the 20 VWAP Trading Days during the relevant Conversion Period, at any time prior during the period set forth under the caption “Conversion” in the 2037 Notes of such series upon the occurrence of any of the events set forth under the caption “Conversion” in the 2037 Notes of each series, in amounts reflecting the Conversion Rate then in effect; provided, however, that the Company will pay cash in lieu of fractional shares based upon the VWA Price on the last VWAP Trading Day in the Conversion Period as described in Section 11.04. If an event requiring an adjustment pursuant to Section 11.07 hereof occurs during the Conversion Period, the Company will make proportional adjustments to the Daily Settlement Amount for each VWAP Trading Day during the portion of the Conversion Period preceding the effective date of the adjustment event. In case a 2037 Note or portion thereof is called for redemption pursuant to Article Three, such conversion right shall terminate at the close of business on the Business Day immediately preceding November prior to the earlier of (a) December 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2037 and (iib) regardless of the conditions described date on which such 2037 Note (or portion thereof) is redeemed (unless the Company shall default in Section 14.01(b)making the redemption payment when due, on or after November 15, 2025 and prior to in which case the conversion right shall terminate at the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, date such default is cured and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”such 2037 Note is redeemed). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty Provisions of this Indenture that apply to determine or verify the Issuer’s determination conversion of whether any all of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation 2037 Note also apply to conversion of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)2037 Note.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15March 1, 2025 2017 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November 15March 1, 2025 2017 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 35.8038 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15March 1, 20252017, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period. At such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15September 16, 2025 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15at any time during the period from, 2025 and prior including, September 16, 2030 to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 4.1042 Ordinary Shares (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Obligation”).The Trustee nor the Conversion Agent (if other than the Trustee) shall have no duty or obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15September 16, 20252030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationsolicitation in writing, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock Ordinary Shares on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determinesolicit, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determinesolicit, the Trading Price per $1,000 principal amount of Notes such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Ordinary Shares and the Conversion Rate. The Company will determine the Trading Price in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Ordinary Shares and the Conversion Rate for such date, the Issuer Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met. (ii) If, prior to the close of business on the Business Day immediately preceding September 16, 2030, the Company elects to: (A) issue to all or substantially all holders of the Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights plan, in each case where such rights have not separated from the Ordinary Shares) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Ordinary Shares for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Ordinary Shares the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan, so long as such rights have not separated from the Ordinary Shares), which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Ordinary Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 40 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. However, the Company will not be required to provide such notice, and the Notes will not be convertible pursuant to this Section 14.01(b)(ii) if each Holder of Notes participates, at the same time and upon the same terms as holders of the Ordinary Shares and solely as a result of holding the Notes, in such issuance or distribution without having to convert its Notes as if such Holder held a number of Ordinary Shares equal to the applicable Conversion Rate as of the record date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Notes held by such ▇▇▇▇▇▇. (iii) If (x) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding September 16, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (y) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (A) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (B) results in a reclassification, conversion or exchange of outstanding Ordinary Shares solely into shares of the surviving entity and such shares become Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding September 16, 2030 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”) all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the Corporate Event until the earlier of (x) the date that is 35 Scheduled Trading Days after the effective date of such Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Scheduled Trading Days after the date the Company gives notice) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the second Scheduled Trading Day immediately preceding the related Fundamental Change Repurchase Date and (y) the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such Corporate Event no later than the fifth Business Day following the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding September 16, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Ordinary Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Note for Tax Redemption pursuant to Article 16 or Optional Redemption pursuant to Article 17, then the Holder of a Note called for Redemption may convert such Note (or any portion thereof) at any time during the Redemption Period, even if such Note is not otherwise convertible at such time. After that time, the right to convert such Note on account of the Company’s delivery of a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of the Note called for Redemption may convert such Note (or any portion thereof) until the time that the Redemption Price has been paid or duly provided for. If the Company elects to redeem less than all of the outstanding Notes pursuant to Article 17 and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 35th Scheduled Trading Day immediately before the relevant Optional Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day immediately prior to such Optional Redemption Date (unless the Company defaults in the payment of the Redemption Price, in which case a Holder may convert such Note or beneficial interest, as applicable, until the time that the Redemption Price has been paid or duly provided for), and each such conversion will be deemed to be of a Note called for Optional Redemption. The Trustee shall not be obligated to make any determination in connection with the foregoing.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November May 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and ; and (ii) regardless of the conditions described in Section 14.01(b), on or after November May 15, 2025 and 2025, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 69.6767 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November May 15, 2025, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes a Holder in accordance with the procedures and conditions described in this subsection (b)(iSection 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to determination (the Bid Solicitation Agent “Trading Price Condition”). (if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day of such failure. Day. (B) If the Trading Price condition set forth above Condition has been met, the Issuer Company shall promptly so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such dateTrading Day, the Issuer Company shall promptly so notify in writing the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. (C) If (i) the Company is not acting as a Bid Solicitation Agent and the Company does not, when required to, instruct the Bid Solicitation Agent to obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such a determination or (ii) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. Neither the Trustee nor the Bid Solicitation Agent shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November February 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November February 15, 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 24.0912 shares of Common Stock (subject to adjustment as adjusted as provided in this Article 14Section 14.04 as of any date, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November February 15, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationdetermination in writing, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) in writing to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.

Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 14X, each a Holder of a Note Notes shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close Close of business Business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the scheduled Business Day immediately preceding the Maturity Date, in each case, Date at an initial conversion a rate (the “Conversion Rate”) of 47.7612 110.7420 shares of Common Stock (subject to adjustment by the Company as provided in this Article 14, the “Conversion Rate”Section 10.04) per $1,000 principal amount of Notes Notes, together with cash in lieu of fractional shares (subject to, and in accordance with, the settlement provisions of Section 14.02collectively, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior If and only to the close of business on extent a Noteholder elects to convert Notes prior to the Business Day immediately preceding November 15, 2025, Maturity Date in connection with a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period transaction described in clause (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(ia), for each Trading Day clause (c) (without reference to sub clause (iii) thereunder) or clause (d) of the Measurement Period was less than 98definition of Fundamental Change pursuant to which 10% or more of the product of the Last Reported Sale Price of consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such transaction consists of cash or securities (or other property) that are not shares of common stock traded or scheduled to be traded immediately following such transaction on the New York Stock Exchange, the NASDAQ Global Marker or the NASDAQ Global Select Market (or any of their respective successors), referred to herein as a “Non-Stock Change of Control”, then the Conversion Rate on applicable to each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless so converted shall be increased by an additional number of shares of Common Stock (the Issuer has requested such determination, and the Issuer “Additional Shares”) as described in Section 10.01(b)(ii) below. The Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless notify Holders of at least $1,000,000 principal amount the anticipated Effective Date of a Non-Stock Change of Control no later than such time that the Non- Stock Change of Control occurs. Settlement of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would tendered for conversion to which Additional Shares shall be less than 98% of the product of the Last Reported Sale Price of the Common Stock and added to the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentencethis subsection shall be settled pursuant to Section 10.02 below, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationas applicable. For purposes of this Section 10.01(b), or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount a conversion of Notes shall be deemed to be less than 98% “in connection with” a Non-Stock Change of Control to the product of extent that the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and related conversion notice is received by the Conversion Agent (if other than following the Trustee)Effective Date of the Non-Stock Change of Control but before the Close of Business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. If, at any time after Such conversion notice shall indicate that the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount Holder of Notes is greater than or equal has elected to 98% convert Notes in connection with a Non-Stock Change of Control; provided, however, that the product of the Last Reported Sale Price of the Common Stock and failure to so indicate shall not in any way affect the Conversion Rate for Obligation or the right of such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Holder to receive Additional Shares in connection with such conversion.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 in principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section 14.01(b9.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15December 1, 2025 2020 under the circumstances and during the periods set forth in Section 14.01(b9.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15December 1, 2025 and prior to 2020 until the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 2.7788 shares of Common Stock (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.029.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15December 1, 20252020, a Holder of Notes may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the Bid Solicitation Agent pursuant to procedures and conditions described in this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture). The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during Rate. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent to (if other than the Issuer) to determineor, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer shall determine, Company shall) determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been metmet on any Trading Day, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing on such Trading Day, in accordance with Section 10.02 of the Base Indenture. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee), in accordance with Section 10.02 of the Base Indenture. If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, the Company does not) obtain bids, or if the Company instructs the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple of $1.00 in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 2028 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 260.6474 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither Notwithstanding anything to the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described contrary in this Section 14.01(b) have been satisfied. If 14.01, the Notes are held by will not be convertible at such Holder’s option (A) on or after a DepositaryForced Conversion Notice Date, unless the Issuer shall reasonably cooperate conversion is not settled in accordance with the Forced Conversion Agent in Notice, and (B) prior to the preparation earlier of forms for conversion required by (i) June 30, 2024, and (ii) the Depositary’s applicable proceduresdate the Requisite Stockholder Approval is obtained. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 20252028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(iSection 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined solicited by the Bid Solicitation Agent and determined by the Company pursuant to this subsection (b)(iSection 14.01(b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationsolicitation in writing, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to solicit and/or determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during and the Measurement PeriodCompany shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. At such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determinesolicit, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes solicit such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. The Company will determine the Trading Price in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent in writing to determine obtain the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentencethis Section 14.01(b)(i), or if the Issuer Company so instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination solicitation when obligated as provided in the preceding sentence, this Section 14.01(b)(i) then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been metmet on any Trading Day, the Issuer shall Company will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing on or within one Business Day of such Trading Day. Any such determination will be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such dateTrading Day, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing that the Trading Price condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, (i) each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b)after November 6, at any time 2022 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding November 15the Maturity Date and (ii) the Company shall have the right, 2025 at the Company’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of the Notes under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 200.0000 Ordinary Shares (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) At any time and from time to time on or after February 16, 2025, provided that the Last Reported Sale Price of the Ordinary Shares has been at least 150% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during the prior 30 consecutive Trading Days (the “Mandatory Conversion Measurement Period”), the Company shall have the option to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of the Notes at the Conversion Rate by written notice to each Holder (the “Mandatory Conversion Notice”), which notice must be delivered to the Holders (with a copy to the Trustee and the Conversion Agent) on or prior to the third Trading Day following the last Trading Day of the Mandatory Conversion Measurement Period. The Mandatory Conversion Notice shall set forth (i) Prior the principal amount of the Notes to be converted, (ii) accrued and unpaid interest accrued, if any, to, but excluding, the Conversion Date, and (iii) the Conversion Obligation. Any such mandatory conversion must comply with the Applicable Procedures in the case of Global Notes. (c) If the Notes are called for redemption, Holders may surrender their Notes for conversion at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding November 15the Redemption Date (unless the Company fails to pay the Redemption Price, 2025, in which case a Holder of Notes subject to such redemption may surrender all or any portion convert such Notes until the close of its Notes for conversion at any time during business on the five Business Day period immediately after any five consecutive Scheduled Trading Day period (immediately preceding the “Measurement Period”) in date on which the Trading Redemption Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection has been paid or duly provided for). (b)(i), for each Trading Day d) The Company shall only issue Ordinary Shares upon conversion of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Notes or otherwise pursuant to the definition terms of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids the Notes to the Bid Solicitation Agent (if extent the issuance of such Ordinary Shares would not exceed the aggregate number of Ordinary Shares that the Company may issue without violating the HSR Act or any antitrust or competition laws of other than jurisdictions or any foreign investment laws required in connection with the Issuer)issuance of the Ordinary Shares upon conversion of the Notes. The Bid Solicitation Agent (if other than For the Issueravoidance of doubt, the Company’s compliance with the limitations contained in this Section 14.01(d) shall have no obligation to determine not constitute a Default or Event of Default under this Indenture or the Trading Price per $1,000 principal amount of Notes unless by the Issuer has requested such determinationCompany, and the Issuer Company shall not have no obligation to make such request (orany liability under this Indenture or the Notes resulting therefrom, if but in the Issuer is acting as Bid Solicitation Agentevent that conversion of the Notes requires any filing or approval under the HSR Act or any applicable antitrust or competition laws of any other jurisdiction or any foreign investment laws, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock Company and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer applicable Holder shall instruct the Bid Solicitation Agent (if other than the Issuer) use reasonable best efforts to determine, cooperate in timely making or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed causing to be less than 98% of the product of the Last Reported Sale Price of the Common Stock made all such filings and the Conversion Rate on each Trading Day of obtaining such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)approvals.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November October 15, 2025 2015 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November October 15, 2025 2015 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 84.0972 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November October 15, 20252015, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, determination and provided it with the names and contact information for such three independent nationally recognized securities dealers; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine in the manner provided herein the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November March 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2026 and (ii) regardless of the conditions described in Section 14.01(b), on or after November March 15, 2025 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 44.2087 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November March 15, 20252026, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to seek bids and determine the Trading Price per $1,000 principal amount of Notes) unless one or more Holders of at least $1,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee (if other than the Bid Solicitation Agent) and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November February 15, 2025 2044 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November (x) during the period from, and including, May 15, 2025 and prior 2018 to the close of business on the Business Day immediately preceding August 19, 2018 and (y) during the period from, and including, February 15, 2044 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 17.2157 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November February 15, 20252044, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Simultaneously with requesting that the Bid Solicitation Agent determine the Trading Price, the Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and the Company shall direct such securities dealers to provide bids Trading Prices to the Bid Solicitation Agent (if other than the Issuer)Agent. The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral a multiple of $1,000 in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 2036 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 2036 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial base conversion rate of 47.7612 10.0703 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Base Conversion Rate”) per $1,000 principal amount of Notes Notes, and such Base Conversion Rate, after giving effect to the application of the Incremental Share Factor in calculating the Daily Conversion Rate Fractions and corresponding Settlement Amount (as set forth and as subject to adjustment as provided in this Article 14, the “Conversion Rate”), (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither Both the Trustee nor Base Conversion Rate and the Conversion Agent (if other than the Trustee) shall have any duty Rate are subject to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent Rate Cap as provided in the preparation of forms for conversion required by the Depositary’s applicable proceduresthis Indenture. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 20252036, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(iSection 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 14.01(b)(i) and the definition definitions of Trading Price and Conversion Rate applicable to this Section 14.01(b)(i) set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 14X, each a Holder of a Note Notes shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close Close of business Business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the scheduled Business Day immediately preceding the Maturity Date, in each case, Date at an initial conversion a rate (the “Conversion Rate”) of 47.7612 79.7766 shares of Common Stock (subject to adjustment by the Company as provided in this Article 14, the “Conversion Rate”Section 10.04) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following together with cash in lieu of fractional shares (collectively, the “Conversion Obligation”). (1) If and only to the extent a request by Holders of at least $1,000,000 principal amount of Noteholder elects to convert Notes prior to the Maturity Date in accordance connection with this subsection a transaction described in clause (b)(ia), for each Trading Day clause (c) (without reference to subclause (iii) thereunder) or clause (d) of the Measurement Period was less than 98definition of Fundamental Change pursuant to which 10% or more of the product of the Last Reported Sale Price of consideration for the Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such transaction consists of cash or securities (or other property) that are not shares of common stock traded or scheduled to be traded immediately following such transaction on the New York Stock Exchange, the NASDAQ Global Marker or the NASDAQ Global Select Market (or any of their respective successors), referred to herein as a “Non-Stock Change of Control”, then the Conversion Rate on applicable to each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless so converted shall be increased by an additional number of shares of Common Stock (the Issuer has requested such determination, and the Issuer “Additional Shares”) as described in Section 10.01(b)(2) below. The Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless notify Holders of at least $1,000,000 principal amount the anticipated Effective Date of a Non-Stock Change of Control no later than such time that the Non-Stock Change of Control occurs. Settlement of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would tendered for conversion to which Additional Shares shall be less than 98% of the product of the Last Reported Sale Price of the Common Stock and added to the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentencethis subsection shall be settled pursuant to Section 10.02 below, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationas applicable. For purposes of this Section 10.01(b), or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount a conversion of Notes shall be deemed to be less than 98% “in connection with” a Non-Stock Change of Control to the extent that the related conversion notice is received by the Conversion Agent following the Effective Date of the product Non-Stock Change of Control but before the Last Reported Sale Price Close of Business on the Common Business Day immediately preceding the related Fundamental Change Repurchase Date. Such conversion notice shall indicate that the Holder of Notes has elected to convert Notes in connection with a Non-Stock and Change of Control; provided, however, that the failure to so indicate shall not in any way affect the Conversion Obligation or the right of such Holder to receive Additional Shares in connection with such conversion. (2) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on each Trading Day the date on which the Non-Stock Change of such failure. If Control occurs or becomes effective (the Trading “Effective Date”), and the Stock Price; provided, that if the Stock Price condition is between two Stock Price amounts in the table attached as Schedule A hereto or the Effective Date is between two Effective Dates in the table attached as Schedule A hereto, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth above has been met, for the Issuer shall so notify the Holders, the Trustee higher and lower Stock Price amounts and the Conversion Agent two Effective Dates, as applicable, based on a 360-day year; provided further that if (if other than x) the Trustee). If, at any time after Stock Price is in excess of $14.75 per share of Common Stock (subject to adjustment in the Trading Price condition same manner as set forth above has been metin Section 10.04), no Additional Shares will be added to the Trading Conversion Rate, and (y) the Stock Price is less than $10.90 per share of Common Stock (subject to adjustment in the same manner as set forth in Section 10.04), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion, as adjusted pursuant to this Section 10.01(b)(2), exceed 91.7431 per $1,000 principal amount of Notes is greater than or equal the Notes, subject to 98% of the product of the Last Reported Sale Price of the Common Stock and same adjustments as the Conversion Rate for such datepursuant to Section 10.04. The number of Additional Shares within the table in Schedule A hereto shall be adjusted in the same manner as and as of any date on which the Conversion Rate is adjusted as set forth in Section 10.04 (other than by operation of an adjustment to the Conversion Rate pursuant to this Section 10.01(b)). The Stock Prices set forth in the first row of the table attached as Schedule A hereto (i.e., the Issuer column headers) shall so notify be simultaneously adjusted as of any date on which the Holders Conversion Rate is adjusted (other than by operation of an adjustment to the NotesConversion Rate pursuant to this Section 10.01(b)). The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the Trustee numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Agent (if other than the Trustee)Rate as so adjusted.

Conversion Privilege. (a) Subject to the conditions described below, and upon compliance with the provisions of of, this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the time periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 specified below and prior to the close of business on the Business Day immediately preceding prior to the Maturity Date, in each case, maturity of the Notes at an initial conversion a rate (the “Conversion Rate”) of 47.7612 14.8816 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount Note under any of Notes the following circumstances (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.): (b) (i) Prior to during any fiscal quarter of the close Company (a “Fiscal Quarter”) (and only during such Fiscal Quarter) commencing after December 31, 2004, if the Closing Sale Price of business the Common Stock for at least 20 Trading Days in the 30 consecutive Trading Day period ending on the Business last Trading Day of the immediately preceding November 15, 2025, a Holder may surrender all or any portion Fiscal Quarter was more than 130% of its Notes for conversion at any time the Conversion Price in effect on such 30th Trading Day; (ii) during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock on such date and the Conversion Rate on each such Trading Day. The Trading Prices shall be date, all as determined by the Bid Solicitation Agent Trustee, as provided below; provided, however, if, on the Trading Day before the date the Notes are tendered for conversion in reliance on this subsection, the Closing Sale Price is greater than 100% of the Conversion Price then in effect but equal to or less than the 130% of the Conversion Price then in effect, the holders will receive, in lieu of a Conversion Value based on the Conversion Rate then in effect pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice Section 15.02, a Conversion Value equal to the Bid Solicitation Agent (if other than the Issuer) principal amount of the three independent nationally recognized securities dealers selected by Notes to be converted. (iii) at any time prior to the Issuer close of business on the Business Day prior to the Redemption Date, if the Notes have been called for redemption pursuant to the definition of Trading PriceArticle 3 hereof; and (iv) as provided in Section 15.01(b), along with appropriate contact information for eachSection 15.01(c), and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the IssuerSection 15.01(d). The Bid Solicitation Company shall deliver to the Trustee at the beginning of each Fiscal Quarter an Officers’ Certificate setting forth the Closing Sale Prices for the 30 consecutive Trading Day period ending on the last Trading Day of the immediately preceding Fiscal Quarter and stating whether the Company believes the Notes shall be convertible as a result of the occurrence of an event specified in clause (i) above. Upon receipt, the Trustee, as Conversion Agent, shall promptly review such Officers’ Certificate and, based on the data provided therein, confirm the determination that the Notes shall be convertible as a result of the occurrence of an event specified in this Section 15.01(a)(i) and, if the Notes shall be so convertible, the Conversion Agent (if other than shall promptly deliver to the Issuer) Trustee and the Company written notice thereof. The Trustee shall have no obligation to not determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Issuer has requested such determinationCompany to do so, and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount a holder of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would may be less than 98% of the product of (a) the Last Reported then-applicable Conversion Rate of the Notes and (b) the Closing Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of (a) the Last Reported then-applicable Conversion Rate of the Notes and (b) the Closing Sale Price on such day. To the extent the Trustee wishes to contact the Company regarding the determination of the Common Stock Trading Price, it may contact the Company’s Executive Vice President, Finance and the Conversion Rate. If Administration, at: Sepracor Inc., ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Tel: (x▇▇▇) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)▇▇▇-▇▇▇▇.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November March 15, 2025 2027 under the circumstances and during the periods set forth in Section 14.01(b), and ; (ii) regardless of the conditions described in Section 14.01(b), on or after November March 15, 2025 and 2027, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 6.8810 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November March 15, 20252027, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in this subsection (b)(iSection 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination. (if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day of such failure. Day. (B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. (C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. (ii) If, prior to the close of business on the Business Day immediately preceding March 15, 2027, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan in connection with the initial adoption by the Company, so long as such rights have not separated from the shares of Common Stock and are not exercisable until the occurrence of a triggering event) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock, at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights, options or warrants to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement of such distribution, then, in either case, the Company shall notify all Holders of the Notes at least 60 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Holders may surrender all or any portion of their Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place. No Holder may convert any of its Notes pursuant to this Section 14.01(b)(ii) if such Holder otherwise participates in such issuance or distribution, at the same time and upon the same terms as holders of Common Stock and as a result of holding the Notes, without having to convert its Notes, as if it held a number of shares of Common Stock equal to the applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If, prior to the close of business on the Business Day immediately preceding March 15, 2027: (A) a transaction or event that constitutes a Fundamental Change occurs; (B) a transaction or event that constitutes a Make-Whole Fundamental Change occurs; or (C) the Company is a party to a consolidation, merger, or other combination, statutory share exchange or sale, lease or other transfer or disposition of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, in each case, pursuant to which the Common Stock would be converted into cash, stock, other securities or other property or assets (including any combination thereof), then, in each case, a Holder may surrender all or any portion of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time from or after the open of business on the Business Day immediately following the day the Company gives notice of such transaction until the close of business on the 35th Trading Day after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change (other than a Fundamental Change for which the Company validly invokes the Adequate Cash Conversion Provisions), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the effective date of any such transaction as promptly as practicable following the date the Company publicly announces such transaction (and the Company shall use commercially reasonable efforts to notify Holders prior to such effective date if practicable). If a Holder has already delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable Procedures with respect to such a withdrawal) in accordance with the terms of Section 15.03. If a Holder has already delivered a Fundamental Change Repurchase Notice, such Holder’s right to withdraw such notice and convert the Notes that are subject to repurchase will terminate at the close of business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date. (iv) Prior to the close of business on the Business Day immediately preceding March 15, 2027, a Holder may surrender all or any portion of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2022 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine whether the Notes are convertible because the Last Reported Sale Price condition has been met and provide written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee). (v) If the Company calls any Note for Redemption pursuant to Article 16, the Holder may convert such Note (or a portion thereof) called for Redemption at any time from, and including, the Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, even if the Notes are not otherwise convertible at such time. After such time, the right to convert such Notes will expire, unless the Company defaults in the payment of the Redemption Price, in which case the holders of Notes called for Redemption may convert such Notes (or a portion thereof) until the Redemption Price has been paid or duly provided for.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any a portion (if so long as the portion to be converted is $1,000 principal amount of such Holder’s Notes not converted equals $200,000 or an integral multiple of $1,000 in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November October 15, 2025 2032 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November October 15, 2025 2032 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of 24.6837 Common Stock Shares (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November October 15, 20252032, a Holder may surrender all or any a portion of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock Shares on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $1,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock Shares on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Shares and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Shares and the Conversion Rate for such date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding October 15, 2032, the Company elects to: (A) distribute to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to the separation of such rights from the Common Shares ) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase Common Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Shares the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Common Shares ), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 68 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or a portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Shares and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of Common Shares equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding October 15, 2032, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding Common Shares solely into Common Equity of the surviving entity and such Common Equity become Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding October 15, 2032, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or a portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding October 15, 2032, a Holder may surrender all or a portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Redemption pursuant to Article 16, then a Holder may surrender all or a portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes pursuant to an Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 64th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by ‎Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 85 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and such Note or beneficial interest will be deemed to be called for Redemption solely for the purposes of such conversion and each such conversion will be deemed to be of a Note called for Optional Redemption (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, such conversion will be deemed “in connection with” the relevant Notice of Redemption pursuant to Section 14.03(a), and the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to an Optional Redemption pursuant to ‎Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b) (v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎Section 14.01(b).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15December 1, 2025 2031 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15December 1, 2025 2031 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 26.7094 shares of Class A Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine liability or verify responsibility for determining the Issuer’s determination convertibility of the Notes or whether any of the conditions described in Section 14.01(b) have condition to such convertibility has been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15December 1, 20252031, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(ib) (i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so promptly notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). Neither the Trustee nor the Bid Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding December 1, 2031, the Company elects to: (A) distribute to all or substantially all holders of the Class A Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Class A Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Class A Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Class A Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Class A Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Class A Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Class A Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Class A Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Class A Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 1, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Class A Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding December 1, 2031, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the second Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding December 1, 2031, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption prior to the close of business on the Business Day immediately preceding December 1, 2031 pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the related Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Called Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November September 15, 2025 2027 under the circumstances and during the periods set forth in Section 14.01(b), and ; and (ii) regardless of the conditions described in Section 14.01(b), on or after November September 15, 2025 and 2027, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 5.2729 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November September 15, 20252027, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in this subsection (b)(iSection 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination. (if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day of such failure. Day. (B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. (C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. (ii) If, prior to the close of business on the Business Day immediately preceding September 15, 2027, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan in connection with the initial adoption by the Company, so long as such rights have not separated from the shares of Common Stock and are not exercisable until the occurrence of a triggering event) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock, at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights, options or warrants to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement of such distribution, then, in either case, the Company shall notify all Holders of the Notes at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Holders may surrender all or any portion of their Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place. No Holder may convert any of its Notes pursuant to this Section 14.01(b)(ii) if such Holder otherwise participates in such issuance or distribution, at the same time and upon the same terms as holders of Common Stock and as a result of holding the Notes, without having to convert its Notes, as if it held a number of shares of Common Stock equal to the applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If, prior to the close of business on the Business Day immediately preceding September 15, 2027: (A) a Fundamental Change occurs (or is anticipated to occur, as described below); (B) a Make-Whole Fundamental Change occurs (or is anticipated to occur, as described below); or (C) the Company is a party to a consolidation, merger, or other combination, statutory share exchange or sale, lease or other transfer or disposition of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, in each case, pursuant to which the Common Stock would be converted into stock, other securities, other property or assets (including cash or any combination thereof) (other than a transaction to which the Company is a party solely for the purpose of changing its jurisdiction of incorporation, and which results in a reclassification, conversion or exchange of Common Stock solely into common stock of the surviving entity, excluding cash payments for fractional shares), then, in each case, a Holder may surrender all or any portion of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time from or after the open of business on the Business Day immediately following the day the Company gives notice of such transaction until the close of business on the 35th Trading Day after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change (other than a Fundamental Change for which the Company validly invokes the Adequate Cash Conversion Provisions), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the effective date of such transaction as promptly as practicable following the date the Company publicly announces such transaction (and the Company shall use commercially reasonable efforts to notify Holders prior to such effective date, if practicable). If a Holder has already delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable Procedures with respect to such a withdrawal) in accordance with the terms of Section 15.03. If a Holder has already delivered a Fundamental Change Repurchase Notice, such ▇▇▇▇▇▇’s right to withdraw such notice and convert the Notes that are subject to repurchase will terminate at the close of business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date. (iv) Prior to the close of business on the Business Day immediately preceding September 15, 2027, a Holder may surrender all or any portion of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2023 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine whether the Notes are convertible because the Last Reported Sale Price condition has been met and provide written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee). (v) If the Company calls any Note for Redemption pursuant to Article 16, the Holders may convert such Notes (or a portion thereof) called for Redemption at any time from, and including, the Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, even if the Notes are not otherwise convertible at such time. After such time, the right to convert such Notes will expire, unless the Company defaults in the payment of the Redemption Price, in which case the Holders of Notes called for Redemption may convert such Notes (or a portion thereof) until the Redemption Price has been paid or duly provided for.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 in principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section 14.01(b9.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15December 1, 2025 2018 under the circumstances and during the periods set forth in Section 14.01(b9.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15December 1, 2025 and prior to 2018 until the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 2.7788 shares of Common Stock (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.029.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15December 1, 20252018, a Holder of Notes may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the Bid Solicitation Agent pursuant to procedures and conditions described in this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture). The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during Rate. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent to (if other than the Issuer) to determineor, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer shall determine, Company shall) determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been metmet on any Trading Day, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing on such Trading Day, in accordance with Section 10.02 of the Base Indenture. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee), in accordance with Section 10.02 of the Base Indenture. If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, the Company does not) obtain bids, or if the Company instructs the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure.

Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415 and subject to the restrictions set forth in Section 15.01(c), each Holder of a Note Noteholder shall have the right, at such Holderholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b)15.01(b) below, at any time prior to the close of business on the Business Day immediately preceding November 15[•], 2025 2014 under the circumstances and during the periods set forth in Section 14.01(b)15.01(b) below, and (ii) regardless irrespective of the conditions described in Section 14.01(b)15.01(b) below, on or after November 15[•], 2025 2014 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate Conversion Rate (the “Conversion Rate”) of 47.7612 [•] shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersNoteholders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall so notify the Holders holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Agent.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 140, each a Holder of a Note Security shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount Original Principal Amount or an integral multiple thereofof $1,000 Original Principal Amount) of such Note Security into the consideration described in 0 (the “Conversion Obligation”), only as follows: (i) subject prior to satisfaction February 15, 2025, or earlier redemption, purchase or repurchase, during any calendar quarter (and only during that calendar quarter) after the calendar quarter ending March 31, 2007, if the Closing Sale Price of the conditions described Common Stock for each of 20 or more Trading Days in Section 14.01(bthe period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter exceeds 120% of the Applicable Conversion Price in effect on the last Trading Day of such immediately preceding calendar quarter. The Chief Financial Officer of the Company will make appropriate adjustments, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during that 30 consecutive Trading Day period; (ii) prior to February 15, 2025, or earlier redemption, purchase or repurchase, during the five consecutive Business Day period after any five consecutive Trading Day period (the “Note Measurement Period”) in which the average Trading Price per $1,000 Original Principal Amount of Securities during such Note Measurement Period, as determined following a request by a Holder of Securities, was equal to or less than 97% of the average Conversion Value during such Note Measurement Period (the “Trading Price Condition”); (iii) prior to February 15, 2025, if the Securities have been called for redemption, at any time prior on or after the date on which a notice of redemption referred to in 0 of this Indenture has been given until the close of business on the Business Day immediately preceding November the Redemption Date; (iv) at any time on or after February 15, 2025 under 2025. (b) In addition, if, prior to February 15, 2025, the circumstances and during Company distributes to all holders of the periods set forth in Section 14.01(b)Common Stock: (i) rights, and warrants or options entitling such holders, for a period expiring within 60 days of the Record Date for such distribution, to purchase or subscribe for shares of the Common Stock at a price less than the Current Market Price of the Common Stock on the declaration date for such distribution; or (ii) regardless assets, debt securities or rights to purchase securities of the conditions Company, which distribution has a value per share of Common Stock exceeding 10% of the Closing Sale Price of the Common Stock on the day preceding the declaration date for such distribution; then the Company must notify the Securityholders at least 20 days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Securityholders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the Ex-Dividend Date (or, in the case of a Spin-Off, the sixteenth Trading Day immediately following, and including, the Ex-Dividend Date for such Spin-Off) or any announcement by the Company that such distribution will not take place. (c) If, prior to February 15, 2025: (i) the Company is party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into Cash, securities or other property, a Securityholder may surrender its Securities for conversion at any time from and after the date that is 15 Business Days prior to the anticipated effective date of such transaction until 15 Business Days after the actual effective date of such transaction (unless the transaction also constitutes a Make-Whole Fundamental Change, in which case the Securities will be convertible as described in Section 14.01(bclause (ii) below); or (ii) a Fundamental Change or Make-Whole Fundamental Change occurs, on Securityholders may surrender their Securities for conversion at any time during the period from the effective date of any such Fundamental Change or after November 15Make-Whole Fundamental Change, 2025 and prior as the case may be, to the close of business on the Business Day immediately preceding the Maturity DateFundamental Change Repurchase Date corresponding to such Fundamental Change or Make-Whole Fundamental Change (or, in the case of a Make-Whole Fundamental Change that does not constitute a Fundamental Change solely by virtue of sub-clause 0 of clause 0 of the definition of Change in Control relating to beneficial ownership of the surviving or continuing corporation’s Voting Stock, 40 calendar days after the date on which such Make-Whole Fundamental Change is effective). The Company must give notice to all Securityholders and to the Trustee at least 15 Business Days prior to the anticipated effective date of any transaction or event described in clause 0 or clause 0 above. (d) The Company shall determine at the end of each case, at applicable period whether the Securities shall be convertible as a result of the occurrence of an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided event specified in this Article 140 and, if the Securities shall be so convertible, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor Company shall promptly deliver to the Conversion Agent (if other than and the Trustee) Trustee written notice thereof. Whenever the Securities shall have any duty become convertible pursuant to determine or verify 0, the IssuerCompany or, at the Company’s determination of whether any request, the Trustee in the name and at the expense of the conditions described Company, shall notify the Holders in Section 14.01(b) have been satisfied. If writing of the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent event triggering such convertibility in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) manner provided in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination0, and the Issuer Company shall have no obligation to make also publicly announce such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock information and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning publish it on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion RateCompany’s website. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes Any notice so given shall be deemed conclusively presumed to be less than 98% of have been duly given, whether or not the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of Holder receives such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)notice.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November May 15, 2025 2019 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November during the period from, and including, May 15, 2025 and prior 2019 to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 46.4792 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November May 15, 20252019, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Trading Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationdetermination in writing and provided the Bid Solicitation Agent with the information set forth in the immediately preceding sentence, and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 500,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodon that date, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next such Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Bid Solicitation Agent, on behalf of the Company, shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the then-current Conversion Rate for such dateRate, the Issuer shall Bid Solicitation Agent shall, on the Company’s behalf, so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1412, each Holder of a Note Noteholder shall have the right, at such Holderholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described set forth in Section 14.01(b12.01(b), at any time prior to the close of business on the Business Day immediately preceding November January 15, 2025 2020 under the circumstances and during the periods set forth in Section 14.01(b12.01(b), and (ii) regardless irrespective of the conditions described set forth in Section 14.01(b12.01(b), on or after November January 15, 2025 2020 and prior to the close of business on the second Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 [•] shares of Common Stock (subject to adjustment as provided in Section 12.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0212.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent A Noteholder may convert a portion (less than all) of its Notes only if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes the Noteholder retains are held by in a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.Permitted Denomination: (b) (i) Prior to the close of business on the second Business Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall determine, or shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. Any such determination will be conclusive absent manifest error. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersNoteholders, the Trustee and the Conversion Agent and shall issue a press release (if other than and make the Trustee)press release available on its website) announcing the satisfaction of the condition. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock on such Trading Day, the Company shall so notify the holders of the Notes, the Trustee and the Conversion Agent in writing. (ii) In the event that the Company elects to: (A) distribute to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period of not more than sixty calendar days after the record date for such distribution, to subscribe for or purchase its Common Stock, at a price per share less than the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date for such distribution; or (B) distribute to all or substantially all holders of its Common Stock the Company’s assets, debt securities, or rights to purchase securities of the Company, which distribution has a per share value (as determined by the Board of Directors) exceeding 10% of the Last Reported Sale Price of the Common Stock and on the Conversion Rate Trading Day immediately preceding the date of declaration for such datedistribution, then, in each case, the Issuer Company shall so notify the Holders all holders of the Notes, the Trustee and the Conversion Agent not less than seventy Business Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, the Notes may be surrendered for conversion at any time until the earlier of (1) the close of business on the second Business Day immediately prior to such Ex-Dividend Date and (2) the Company’s announcement that such distribution will not take place, even if other the Notes are not otherwise convertible at such time. No Noteholder may exercise this right to convert if the Noteholder otherwise may participate in the distribution without conversion (based upon the then-applicable Conversion Rate and upon the same terms as holders of the Company’s Common Stock). (iii) In the event of a Fundamental Change (determined without regard to the proviso immediately following clause (e) of) or a Make-Whole Fundamental Change, a Noteholder may surrender Notes for conversion at any time from and after the sixty-fifth Business Day prior to the anticipated effective date of such Fundamental Change or a Make-Whole Fundamental Change, as the case may be, until the second Business Day immediately preceding the Fundamental Change Repurchase Date corresponding to such Fundamental Change (or, in the case of a Make-Whole Fundamental Change that does not constitute a Fundamental Change by virtue of the parenthetical in the definition of Make-Whole Fundamental Change, the fortieth Trading Day immediately following such effective date). The Company shall give notice of the anticipated effective date of any Fundamental Change or Make-Whole Fundamental Change, as the case may be, as soon as practicable after the Company first determines the anticipated effective date of such Fundamental Change or Make-Whole Fundamental Change, as the case may be, and shall use commercially reasonable efforts to make such determination in time to give such notice no later than seventy Business Days in advance of such anticipated effective date; provided that the Company will not be required to give such notice more than seventy Business Days in advance of such anticipated effective date, and will update such notice promptly if the anticipated effective date subsequently changes. (iv) Prior to the second Business Day immediately preceding the Maturity Date, the Notes may be surrendered for conversion in any Fiscal Quarter after the Fiscal Quarter ending September 30, 2013, and only during such Fiscal Quarter, if the Last Reported Sale Price of the Common Stock for at least twenty Trading Days in a period of thirty consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding Fiscal Quarter is equal to or more than 130% of the then-applicable Conversion Price on the last day of such preceding Fiscal Quarter (such price, the “Conversion Trigger Price”). The Company shall promptly determine, at the beginning of each Fiscal Quarter commencing after September 30, 2013, whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall promptly notify the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral a multiple of $1,000 in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 2024 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 2024 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial base conversion rate of 47.7612 14.5654 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Base Conversion Rate”) per $1,000 principal amount of Notes Notes, and such Base Conversion Rate, after giving effect to the application of the Incremental Share Factor in calculating the Daily Conversion Rate Fractions and corresponding Settlement Amount (as set forth and as subject to adjustment as provided in this Article 14, the “Conversion Rate”), (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither Both the Trustee nor Base Conversion Rate and the Conversion Agent (if other than the Trustee) shall have any duty Rate are subject to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent Rate Cap as provided in the preparation of forms for conversion required by the Depositary’s applicable proceduresthis Indenture. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 20252024, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(iSection 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 14.01(b)(i) and the definition definitions of Trading Price and Conversion Rate applicable to this Section 14.01(b)(i) set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder 7 and paragraph 8 of a Note shall have the rightSecurity, at such Holder’s optionthe option of the Holder thereof, to convert all any Security, in whole or any portion (if the portion to in part, may be converted is into fully paid and non-assessable Common Stock at a Conversion Rate (the "Conversion Rate"), initially equivalent to 118.0638 shares of Common Stock per $1,000 principal amount or an integral multiple thereof) of such Note (i) Securities, subject to satisfaction of the conditions described in adjustment pursuant to Section 14.01(b)7.6, at any time on or prior to the close of business on the Final Maturity Date. The Securities shall be convertible only upon the occurrence of one of the following events: (a) During any fiscal quarter, if the Closing Sale Price of the Common Stock for at least twenty (20) Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the preceding fiscal quarter exceeds 130% of the Conversion Price per share of Common Stock on such last Trading Day. For each fiscal quarter, the Company shall determine whether the Securities are convertible as the result of the satisfaction of this condition in the preceding fiscal quarter and shall promptly notify the Trustee accordingly. The Trustee shall, in turn, notify the Holders in each fiscal quarter but in no event later than seven (7) Business Day immediately preceding November 15Days after receiving notification from the Company, 2025 under as to the circumstances and satisfaction of this condition. (b) For any Security called for redemption, during the periods set forth in period from the date of any Redemption Notice pursuant to Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior 3.3 to the close of business on the Business Day immediately preceding the Maturity Redemption Date; provided, in each casethat if a Holder has already delivered a Put Notice with respect to the Securities, at an initial such Holder may not surrender its Securities for conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and until such notice has been withdrawn in accordance with, with this Indenture. (c) During the settlement provisions five Trading Days after any five consecutive Trading Day period in which the average of Section 14.02, the “Trading Prices for the Securities for such five consecutive Trading Day period is less than 98% of the average of the Conversion Obligation”)Values for the Securities during that period. Neither the The Trustee nor and the Conversion Agent (if other than the Trustee) shall have any duty no obligation to determine the applicability of this condition, or verify the Issuer’s to obtain secondary bid quotations with respect to any determination of whether any Trading Price except following the receipt of a Conversion Notice indicating that the conditions described in Section 14.01(b) have been satisfiedHolder's Securities are being converted based upon the satisfaction of this Condition. If the Notes are held by Following receipt of such a DepositaryConversion Notice, the Issuer shall reasonably cooperate with the Conversion Agent shall notify the Company which in turn shall select the three independent nationally recognized securities dealers as described in the preparation definition of forms for conversion required by "Trading Price" from which the Depositary’s applicable proceduresConversion Agent shall receive bid quotations. The Conversion Agent shall provide prompt notice to the Company upon obtaining such bid quotations. (bd) If the Company elects to distribute to all holders of Common Stock: (i) Prior rights or warrants entitling them to subscribe for or purchase Common Stock at less than the Current Market Price on the Trading Day immediately preceding the declaration date for such distribution (other than a distribution of rights pursuant to the Existing Rights Plan); or (ii) Cash, debt securities or other evidence of indebtedness or other assets, which distribution, together with all other such distributions within the preceding twelve months, has a per share value exceeding 10% of the Current Market Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, The Company must notify the Holders at least 20 days prior to the ex-dividend date for such distribution. Once the Company has given such notice, a Holder may surrender its Securities for conversion at any time until the earlier of the close of business on the Business Day immediately prior to the ex-dividend date or the Company's announcement that such distribution will not take place. (e) During the period beginning on the date of the Fundamental Change Company Notice and until the second Trading Day preceding November 15, 2025the Fundamental Change Purchase Date, a Holder may surrender all or any portion of its Notes Securities for conversion at any time during and receive the five Business Day period immediately after any five consecutive Trading Day period (Fundamental Change Purchase Price and the “Measurement Period”) in which the Trading Price per $1,000 principal amount of NotesMake Whole Premium due, as determined following a request by Holders of at least $1,000,000 principal amount of Notes if any, in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Article 6.

Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 145 and Paragraph 7 of the Securities, each a Holder of a Note shall have the right, at such Holder’s option, to may convert all its Securities (or any portion (if the portion thereof equal to be converted is $1,000 principal amount or an integral a multiple of $1,000 principal amount in excess thereof) of such Note at the Conversion Rate, subject to adjustments as set forth in this Article 5, (x) on or after March 15, 2014, without regard to the conditions described in clauses (i) subject through (v) below and (y) prior to March 15, 2014, only upon the satisfaction of any of the conditions described in Section 14.01(b)clauses (i) through (v) below; provided that, at in the case of any time prior conversion pursuant to this Article 5, the close Holder must deliver a Conversion Notice (as defined below) no later than the Close of business Business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the third Business Day immediately preceding the Maturity Date. (i) A Holder may surrender its Securities for conversion during any calendar quarter beginning after September 30, in each case2009, at an initial conversion rate and only during such calendar quarter, if the Closing Sale Price of 47.7612 shares of the Common Stock for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than 130% of the Conversion Price on the last Trading Day of such preceding calendar quarter (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion ObligationTrigger Price”). Neither The Conversion Agent will, on the Company’s behalf, determine at the beginning of each calendar quarter commencing at any time after September 30, 2009 whether the Securities are convertible as the result of the satisfaction of this condition in the preceding calendar quarter and shall notify the Company and the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable proceduresaccordingly. (bii) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a A Holder may surrender all or any portion of its Notes Securities for conversion at any time during the five Business Day period immediately after following any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of NotesSecurities, all as determined by the Bid Solicitation Agent following a request by Holders of at least $1,000,000 principal amount of Notes the Company in accordance with this subsection (b)(iSection 5.01(a)(ii), for each Trading Day of the such Measurement Period was less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock for such Trading Day and the applicable Conversion Rate on each such Trading DayRate. The Trading Prices shall be determined by In connection with any conversion in accordance with this Section 5.01(a)(ii), the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes the Securities unless requested by the Issuer has requested such determination, Company to do so in writing; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 2,000,000 principal amount of Notes provide Securities provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes Securities would be less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the applicable Conversion Rate for each on such date and such Holder requests that the Company request the Bid Solicitation Agent to determine the Trading Day during Prices of the Measurement PeriodSecurities. Promptly after receiving such evidence, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Securities is greater than or equal to 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the applicable Conversion RateRate on such date. If (x) the Issuer is not acting as Bid Solicitation AgentCompany does not, and the Issuer does not when obligated to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated the Securities as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, then the Trading Price per $1,000 principal amount of Notes shall Securities will be deemed to be less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the applicable Conversion Rate on each Trading Day of such failureday the Company fails to so instruct the Bid Solicitation Agent. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, Holders in the Trustee and the Conversion Agent (if other than the Trustee)manner set forth in Section 13.02. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes Securities is greater than or equal to 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders in the manner set forth in Section 13.02. (iii) If the Company elects to: (A) distribute, to all or substantially all holders of Common Stock, rights, warrants or options (other than pursuant to the Company’s preferred stock rights plan or any successor plan thereto) entitling such holders to, for a period of not more than 60 calendar days from the record date of such distribution, subscribe for or purchase shares of Common Stock at a price per share less than the average of the NotesClosing Sale Prices of Common Stock for each of the 10 consecutive Trading Days immediately preceding the date that such distribution was first publicly announced; or (B) distribute, to all or substantially all holders of Common Stock, cash or other assets, debt securities or certain rights or warrants to purchase the Company’s securities, which distribution has a per share value exceeding 15% of the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Days immediately preceding the date that such distribution was first publicly announced, then, in each case, the Trustee Company shall notify the Holders in the manner set forth in Section 13.02 at least 25 Scheduled Trading Days prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question (the “Ex Date”). Once the Company has given the notice, Holders may surrender their Securities for conversion at any time until the earlier of (x) the Close of Business on the Business Day immediately prior to the Ex Date and (y) the Company’s announcement that such distribution will not take place. Notwithstanding the foregoing, Holders may not surrender their Securities for conversion under this Section 5.01(a)(iii) if they are otherwise able to participate in such distribution due to the participation of Holders in such distribution. (iv) If a transaction or event that constitutes a Fundamental Change (without giving effect to the exception regarding publicly traded securities contained in the paragraph immediately following the definition of Fundamental Change in Section 4.01(a)) occurs, the Company shall notify the Holders (A) in the manner set forth in Section 13.02 as soon as practicable and in any event at least 25 Scheduled Trading Days prior to the anticipated effective date of such transaction, in the case of a transaction that is known to the Company prior to such 25th Scheduled Trading Day, or within two Trading Days after the Company becomes aware of such transaction, in the case of a transaction that is not known to the Company prior to such 25th Scheduled Trading Day and (B) within 15 Business Days after the effective date of such transaction. Once the Company has given the notice, Holders may surrender their Securities for conversion under this Section 5.01(a)(iv) at any time beginning 10 Trading Days before the anticipated effective date of such transaction until 35 calendar days after the actual effective date of such transaction (or if such transaction also constitutes a Fundamental Change, until the Close of Business on the Business Day immediately preceding the related Fundamental Change Repurchase Date, if later). (v) A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 3, at any time prior to the Close of Business on the Business Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such time, after which time the Holder’s right to convert its Securities pursuant to this Section 5.01(a)(v) will expire unless the Company defaults in the payment of the Redemption Price. If the Holder already has delivered a Fundamental Change Repurchase Notice with respect to a Security, the Holder may not surrender that Security for conversion until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with this Indenture. (b) The cash payable, and the Conversion Agent (number of shares of Common Stock issuable, if other than the Trustee)any, on conversion of a Security shall be determined as set forth in Section 5.03.

Conversion Privilege. (aA) Subject to and upon compliance with the provisions of this Article 14Section 3.01, each Holder of a Note Section 3.05 and Section 10.02, the Securities shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note convertible (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15May 1, 2025 under the circumstances and during the periods set forth in Section 14.01(b)2016, and (ii) regardless upon satisfaction of one or more of the conditions described in Section 14.01(b)10.01(B) and (ii) at any time from, on or after November 15and including, 2025 May 1, 2016 to, and prior to the close of business on including, the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any irrespective of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by 10.01(B), in each case, into cash, shares of Common Stock, or a Depositarycombination thereof, the Issuer shall reasonably cooperate as described in Section 10.02, in accordance with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.this Article X. (bB) (i) Prior to the close of business on the Business Day immediately preceding November 15May 1, 20252016, a Holder Holders may surrender all or any portion of its Notes their Securities for conversion at any time during any calendar quarter after the five Business Day period immediately after any five consecutive Trading Day period calendar quarter ending September 30, 2011 (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(iand only during such calendar quarter), for each Trading Day of if the Measurement Period was less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock and for each of twenty (20) or more Trading Days in the thirty (30) consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter exceeds the Conversion Trigger Price in effect on the last Trading Day of the immediately preceding calendar quarter. The Board of Directors shall make appropriate adjustments to the Closing Sale Price, in its good faith determination, to account for any adjustment to the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice that becomes effective, or any event requiring an adjustment to the Bid Solicitation Agent Conversion Rate where the Effective Date, the Ex-Date or the expiration date (if other than in the Issuercase of a tender or exchange offer) of the three independent nationally recognized securities dealers selected by event occurs, during the Issuer pursuant to thirty (30) consecutive Trading Day period described in the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer)immediately preceding sentence. The Bid Solicitation Agent (if other than Company shall determine at the Issuer) shall have no obligation to determine beginning of each calendar quarter after the Trading Price per $1,000 principal amount of Notes unless calendar quarter ending September 30, 2011 whether the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting Securities are convertible as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% a result of the product of the Last Reported Sale Price price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodin accordance with this Section 10.01(B)(i) and, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation AgentCompany determines that the Securities are so convertible, the Issuer it shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal promptly send written notice to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock ) and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Holders.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note solely into cash (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November September 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b)2018, and (ii) regardless of the conditions described in Section 14.01(b), on or after November at any time during the period from, and including, September 15, 2025 and prior 2018 to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 187.6173 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if The Notes shall not be convertible into shares of Common Stock or any other than the Trustee) shall have securities under any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedurescircumstances. (b) (i) Prior to the close of business on the Business Day immediately preceding November September 15, 20252018, a Holder may surrender all or any portion of its Notes for conversion solely into cash at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time time, the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November June 15, 2025 2022 under the circumstances and during the periods set forth in Section 14.01(b), and ; (ii) regardless of the conditions described in Section 14.01(b), on or after November June 15, 2025 and 2022, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 6.7482 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November June 15, 20252022, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple thereof) for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures described below in this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination. (if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day of such failure. Day. (B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. (C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure.

Conversion Privilege. (a) Subject to the conditions described below, and upon compliance with the provisions of this Article 1415, each Holder of a Note Debentureholder shall have the right, at such Holderholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), Debenture at any time prior to the close of business on the Business Day immediately preceding November February 15, 2025 under 2035 into cash and fully paid and shares of Class A Common Stock, if any, at a rate (the circumstances and during “Conversion Rate”) of 9.7282 shares of Class A Common Stock (subject to adjustment as provided in this Indenture) per $1,000 principal amount of Debenture (the periods set forth in Section 14.01(b“Conversion Obligation”); provided that, and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity DateFebruary 15, in each case, at an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment 2009 holders may convert their Debentures only as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.below: (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), Debentures for each Trading Day day of the such Measurement Period was less than 98103% of the product of the Last Reported Sale Price of the Common Stock on such date and the Conversion Rate on each such Trading Day. The Trading Prices shall be date, all as determined by the Bid Solicitation Agent pursuant to this subsection Trustee, as provided below. (b)(iii) and the definition of Trading Price set forth as provided in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading PriceSection 15.01(b), along with appropriate contact information for eachSection 15.01(c), and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the IssuerSection 15.01(d). The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to not determine the Trading Price per $1,000 principal amount of Notes the Debentures unless requested by the Issuer has requested such determinationCompany to do so in writing, and the Issuer Company shall have no obligation to make such request (or, if unless a Debentureholder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes the Debentures would be less than 98103% of the product of (a) the then-applicable Conversion Rate of the Debentures and (b) the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes the Debentures beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Debenture is greater than or equal to 98103% of the product of (a) the then-applicable Conversion Rate of the Debentures and (b) the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make on such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failuredate. If the Trading Price condition set forth in Section 15.01(a)(i) above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Debentureholders. If, at any time If after the Trading Price condition set forth above in Section 15.01(a)(i) has been met, the Trading Price per $1,000 principal amount of Notes Debentures is greater than or equal to 98103% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders of Debentureholders. The Company shall disseminate a press release through Dow ▇▇▇▇▇ & Company, Inc. or Bloomberg Business News stating that the Notes, condition in Section 15.01(a)(i) has been met or ceased to be met (or publish the Trustee and the Conversion Agent (if information on its website or through such other than the Trusteepublic medium it may use at that time).

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15June 1, 2025 2016 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of whether any of the conditions described set forth in Section 14.01(b)) has been met, on or after November 15June 1, 2025 2016 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock the Conversion Rate (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15June 1, 20252016, a Holder of Notes may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i)) and the definition of Trading Price set forth in this Indenture, for each Trading Day of the that Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes (if the Company is not acting as Bid Solicitation Agent) unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes (if other than the Issuer) to determineor, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, determine the Trading Price per $1,000 principal amount of Notes the Notes) beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to obtain bids, or the Bid Solicitation Agent fails to obtain such bids, in each case, when required hereunder (x) or, if the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (ywhen required hereunder) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above Condition has been metmet at any time, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day. If, at any time after the Trading Price condition set forth above Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day.

Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described set forth in Section 14.01(b15.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15January 13, 2025 2015 under the circumstances and during the periods set forth in Section 14.01(b15.01(b), and (ii) regardless irrespective of the conditions described set forth in Section 14.01(b15.01(b), on or after November 15January 13, 2025 2015 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 [ ] shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 98% of the product of the then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, Company and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Trustee with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to Company will determine, or if will instruct the Issuer is acting as Bid Solicitation Agent, the Issuer shall Trustee to determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer shall Company will so notify the HoldersNoteholders, the Trustee and the Conversion Agent and issue a press release (if other than and make the Trustee)press release available on the Company’s website) announcing the satisfaction of the condition. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer shall Company will so notify the Holders holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Agent.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) of such Note Note: (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15January 1, 2025 2026 under the circumstances and during the periods set forth in Section 14.01(b), and ; and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15January 1, 2025 and 2026, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 13.5483 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15January 1, 20252026, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in this subsection (b)(iSection 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination. (if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day of such failure. Day. (B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. (C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure.

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15January 1, 2025 2020, under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November 15January 1, 2025 2020, and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 21.8718 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15January 1, 20252020, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Business-Day period immediately after any five ten consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.