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 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 10.01(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 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 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 further provisions of this Article 144 and paragraph 9 of the Securities, each a Holder of a Note shall have Security may convert the right, at principal amount of such Holder’s option, to convert all Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock (i) in any fiscal quarter prior to November 15, 2018 if the portion Closing Price of the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the first day of such fiscal quarter is more than 120% of the Conversion Price of Common Stock on the first day of such fiscal quarter or (ii) at any time on or after November 15, 2018, at the Conversion Price then in effect, if, as of such Conversion Date, the Closing Price of the Common Stock on any Trading Day is more than 120% of the Conversion Price of Common Stock on such Trading Day, through the close of business on the Final Maturity Date (together with clause (i), each a "Closing Price Condition"), subject to the exceptions provided in Section 4.1(b); provided, however, that, if such Security is called for redemption or submitted or presented for purchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be). The number of shares of Common Stock issuable upon conversion of a Security shall be converted set forth in paragraph 9 of the Security, subject to adjustment as herein set forth. The initial Conversion Rate is 53.5260 shares of Common Stock per $1,000 principal amount or an integral multiple thereofof Securities. The Conversion Price at any particular time is determined by dividing $1,000 by the then-applicable Conversion Rate (the "Conversion Price"). The initial Conversion Price is $18.6825 per share of Common Stock. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice pursuant to Section 3.8(c) exercising the option of such Note Holder to require the Company to purchase such Security may be converted only if such Change in Control Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date in accordance with Section 3.9. A Security in respect of which a Holder has delivered a Put Right Purchase Notice pursuant to Section 3.11(a) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Put Right Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to the close of business on the Business Day immediately preceding the Put Right Purchase Date in accordance with Section 3.11(e). A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities to Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4. (ib) subject to Even if the Closing Price Condition is not satisfied, (1) if after any five consecutive Trading Day period in which the average of the Trading Prices for the Securities for that five-Trading Day period was less than 98% of the average of the Conversion Values for the Securities during that period, a holder may surrender Securities for conversion at any time during the following five Business Days; provided, however, that no Securities may be converted based on the satisfaction of this condition during the conditions described in five-year period immediately preceding the Final Maturity Date; (2) a Holder may surrender for conversion a Security which has been called for redemption pursuant to Section 14.01(b), 3.1 at any time prior to the close of business on the Business Day immediately preceding November 15prior to the redemption date; (3) a Holder may surrender for conversion their Securities during any period in which the Securities are rated at or below CCC+ by Standard & Poor's Rating Group or Caa1 by ▇▇▇▇▇'▇ Investors Service, 2025 Inc., or if the credit rating assigned to the Securities is suspended or withdrawn by both such rating agencies or, once rated, if the Securities are no longer rated by at least one of these rating agencies, although the Company is under no obligation to have the circumstances and during notes rated; (4) in the periods set forth event that the Company declares (A) a dividend or distribution of any rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share (as defined in Section 14.01(b4.6(d)), and or (iiB) regardless a dividend or distribution of cash, debt securities (or other evidences of indebtedness), or other assets (excluding dividends or distributions for which Conversion Rate adjustment is required to be made under Section 4.6(a) or 4.6(b) of the conditions described Indenture) where the fair market value of such dividend or distribution per share of Common Stock, as determined in Section 14.01(b)the Indenture, on or after November 15together with all other such dividends and distributions within the preceding twelve months, 2025 and exceeds 5% of the Current Market Price of the Common Stock as of the Trading Day immediately prior to the date of such distribution then the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the ex-dividend time for such dividend or distribution and Securities may be surrendered for conversion at any time thereafter until the close of business on the Business Day immediately preceding prior to the Maturity Dateex-dividend time or until the Company announces that such distribution will not take place; and (5) in the event that the Company is a party to a consolidation, in each casemerger, at an initial conversion rate transfer or lease of 47.7612 shares all or substantially all of its assets or a merger which reclassifies or changes its Common Stock (subject pursuant to adjustment as provided in this Article 14which the Common Stock would be converted into cash, securities or other assets, 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 Securities may surrender all or any portion of its Notes be surrendered for conversion at any time during from or 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 anticipated effective time 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 transaction as announced by the Bid Solicitation Agent pursuant Company, which announcement must occur no later than 15 days prior to this subsection (b)(i) and such anticipated effective time, until 15 days after 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 actual date 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)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 $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 portion (if the portion to be converted is $US$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 second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 216.9668 ADSs (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither ; provided that if 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 Company calls 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 of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior redemption pursuant to the close of business on the Business Day immediately preceding November 15, 2025Article 16, a Holder may surrender all or any portion of its Notes for conversion at any time during prior to the five close of business on the second Business Day period immediately preceding the Redemption Date, unless the Company defaults in the payment of the Tax Redemption Price, in which case a Holder of Notes may convert its Notes until the Tax Redemption Price has been paid or duly provided for. (b) If the Company’s ADSs continue to be listed and quoted on any of the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange (or any of their respective successors) and the Company’s Ordinary Shares have been accepted for listing on The Stock Exchange of Hong Kong, then, after any five consecutive Trading Day period the date of such acceptance for listing (the “Measurement PeriodNew Listing Reference Date”) 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 the Company may elect, in its sole discretion, to amend the Indenture no later than three calendar months after the New Listing Reference Date to provide the Holders the right to elect to receive Ordinary Shares in lieu of any ADSs deliverable upon conversion (provided that the Measurement Period was less than 98% number of Ordinary Shares the product holder is entitled to receive will be equal to the number of ADSs deliverable upon conversion (without taking into account any fractional ADS) multiplied by the Last Reported Sale Price number of Ordinary Shares represented by one ADS immediately after the Common Stock and close of business on the relevant Conversion Rate on each Date), including such Trading Dayother provisions that the Company’s Board of Directors (or an authorized committee thereof) determines in good faith are appropriate to give effect to the election by the Holders described above. 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 Company will notify 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)) in writing as promptly as reasonably practicable following the date of such amendment. IfIf the Company does not elect to make such amendment to the Indenture within three calendar months of the New Listing Reference Date, at with respect to any time after conversion of the Trading Price condition set forth above has been metNotes following three calendar months of the New Listing Reference Date, the Trading Price per $1,000 principal amount of Notes is greater than or equal Company shall reimburse a Holder any fees it pays to 98% of the product of ADS Depositary in connection with the Last Reported Sale Price of Holder’ election to withdraw the Common Stock and Ordinary Shares underlying the Conversion Rate for ADSs received by the Holder immediately following such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)conversion.

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 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, 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 151, 2025 2029 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 151, 2025 2029 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 117.9245 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) Subject to Section 14.01(a)(ii), a Note may be converted only in the following circumstances: (i) Prior to the close of business on the Business Day immediately preceding November 151, 20252029, 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 promptly 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 promptly 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 November 1, 2029, 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). 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 November 1, 2029, 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 November 1, 2029, (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 November 1, 2029, 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, 2025, 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 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 close of business on the second 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, 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 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 close of business on the second 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). The Trustee shall have no obligation to make any determination as to whether any of the conditions described in this Section 14.01(b) have been satisfied.

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 December 15, 2025 2013 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 December 15, 2025 2013 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 182.6484 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 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 December 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 December 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 0.4394 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 December 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 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 March 15, 2025 2014 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 March 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 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 14.02, 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, 20252014, 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 set forth in this Indenture, 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 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 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 set forth in this Indenture 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 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 15June 1, 2025 2015 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 15June 1, 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 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 15June 1, 20252015, 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 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 15January 1, 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 15January 1, 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at based on an initial conversion rate of 47.7612 42.6203 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 15January 1, 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 a Holder 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 solicit secondary market bid quotations, in accordance with the definition of Trading Price, in respect of the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationsolicitation in writing and provided to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide secondary market bid quotations, 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 one or more Holders in the aggregate 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 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 determineso solicit secondary market bid quotations in respect of (and provide such names and contact information), 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 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 obtain bids as provided in the preceding sentencesentence and provide to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide such secondary market bid quotations, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and provides the names and contact information to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make carry out such determinationinstruction, 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 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 Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify in writing the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee). Neither the Trustee nor any Bid Solicitation Agent (other than the Company) 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 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 15September 1, 2025 2021 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 15September 1, 2025 2021 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 54.5019 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 15September 1, 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 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 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 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 the Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notesmake such determination) 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 Rate. Promptly after receiving such evidence (but in any event within two Business Days) the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent to determine (if other than the Issuer) to determineor, or if the Issuer Company is acting as the Bid Solicitation Agent, the Issuer Company shall determine), in the 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 (or, if the Company is the Bid Solicitation Agent, if the Company does not 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). For the avoidance of doubt, the Company may act as Bid Solicitation Agent.

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 and such Holder’s remaining principal amount after such conversion is $1,000 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), 8.01(b) at any time prior to the close of business on the Business Day immediately preceding November 15April 1, 2025 2017 under the circumstances and during the periods set forth in Section 14.01(b8.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b8.01(b), on or after November 15April 1, 2025 and prior to 2017 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 129.7185 shares of Common Stock (subject to adjustment as provided in this Article 14Section 8.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to 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 15April 1, 20252017, 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 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 this subsection (b)(i)) and the definition of “Trading Price” in Section 1.01, 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. Day (the “Trading Price Condition”). (A) The Trading Prices shall be determined by the Bid Solicitation Agent based on bids, if any, received by it pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Any such determination shall provide written notice to the Bid Solicitation Agent be conclusive absent manifest error. (if other than the IssuerB) 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) 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 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 IssuerCompany) to determine, determine (or if the Issuer Company is acting as the Bid Solicitation Agent, the Issuer Company shall determine, ) pursuant to this subsection (b)(i) and the definition of Trading Price 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 applicable Conversion Rate. . (C) If (x) the Issuer Company is not acting as Bid Solicitation Agent, Agent and the Issuer Company does not not, when it is required to, instruct the Bid Solicitation Agent to determine solicit bids as described above, (y) 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 solicit bids and the Bid Solicitation Agent fails to make such determination, determine the Trading Price or (yz) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in determine the preceding sentenceTrading Price, then, in either each 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. . (D) If the Trading Price condition set forth above Condition has been met, the Issuer Company shall so notify provide notice thereof to 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 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 provide notice thereof to the Holders of the NotesHolders, 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 April 1, 2017, the Company elects to: (A) issue to all or substantially all holders of its Common Stock any rights, options or warrants entitling them to subscribe for or purchase, for a period of not more than 45 calendar days after the date of announcement of such issuance, shares of Common Stock at a price per share less than 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 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 shares of Common Stock on the Trading Day preceding the date of announcement of such distribution, then, in either case, the Company shall notify all Holders, the Trustee and the Conversion Agent (if other than the Trustee) at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately prior to 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. (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 April 1, 2017, regardless of whether a Holder has the right to require the Company to purchase the Notes pursuant to Section 9.01, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Notes may be surrendered for conversion at any time from or after the date that is 50 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the Business Day after the Company gives notice of such transaction) until 45 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date. Subject to the immediately succeeding sentence, the Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) as promptly as practicable following the date the Company publicly announces such transaction (and in no event less than 20 Scheduled Trading Days prior to the anticipated effective date of such transaction), and the Company shall use its reasonable efforts to provide such notice at least 50 Scheduled Trading Days prior to the anticipated effective date of such transaction. However, if the Company does not have knowledge of such transaction at least 20 Scheduled Trading Days prior to the anticipated effective date of such transaction, the Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) within two Business Days 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. (iv) Prior to the close of business on the Business Day immediately preceding April 1, 2017, a Holder may surrender all or a portion of its Notes for conversion during any calendar quarter commencing after the calendar quarter ending on December 31, 2012 (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.

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 October 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2024 and (ii) regardless of the conditions described in Section 14.01(b), on or after November October 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 conversion rate of 47.7612 8.0059 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 October 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 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 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 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 IV and paragraph 6 of a Note shall have the rightSecurity, at such Holderthe option of the Holder thereof, any Security, in whole or in part, may be converted into Cash, shares of Common Stock or a combination of Cash and shares of Common Stock, at the Company’s option, at a Conversion Rate (the “Conversion Rate”), initially equivalent to convert all or any portion (if the portion to be converted is 105.0696 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), 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)4.6, on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the applicable Final Maturity Date, in each case, . The Securities shall be convertible at an initial conversion rate of 47.7612 shares of Common Stock (subject any time prior 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, the applicable Final Maturity Date. (b) If a Holder may surrender all or any portion of elects to convert its Notes for conversion at any time Securities in connection with a Fundamental Change and during the five Business Day period immediately after any five consecutive beginning on the date of the applicable Fundamental Change Company Notice and ending at the close of business on the second Trading Day period preceding the applicable Fundamental Change Purchase Date, then the Conversion Rate of the Securities being converted by such Holder shall be increased in the manner set forth below; provided that if the Stock Price in such transaction is greater than $40.00 or less than $7.05 (subject in each case to adjustment in the “Measurement Period”same manner as the Stock Prices as described at the end of this Section 4.1(b)), no increase in the Conversion Rate shall be made. For the avoidance of doubt, the increases provided for in this Section 4.1(b) shall only be made with respect to the Securities being converted in which connection with such Fundamental Change and shall not be effective as to any Securities not so converted. The increase in the Trading Price Conversion Rate, expressed as a number of additional shares of the Common Stock to be received per $1,000 principal amount of NotesSecurities, will be determined by the Company by reference to (i) with respect to the 2010 Securities, the table attached as determined following Schedule A hereto and (ii) with respect to the 2012 Securities, the table attached as Schedule B hereto, in each case based on the date the Fundamental Change becomes effective (the “Effective Date”) and the price paid per share of Common Stock in the corporate transaction that gives rise to the Fundamental Change (the “Stock Price”); provided that if 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 Holder of the Common Stock and receives only Cash in such corporate transaction, the Conversion Rate on each such Trading Day. The Trading Prices Stock Price shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and Cash amount paid per share. In all other cases, the definition of Trading Stock Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to will be the Bid Solicitation Agent (if other than the Issuer) average 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 stock 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 share of the Common Stock and (or any security into which the Conversion Rate for each Common Stock has been converted in connection with a Fundamental Change) on the five consecutive 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 Days beginning on the next second Trading Day and after the date on each successive Trading Day until which the Trading Price per $1,000 principal amount of Notes is greater than Company mailed the Fundamental Change Company Notice pursuant to Section 3.1(b), provided, however, that if, in connection with a Fundamental Change, all or equal to 98% of the product of the Last Reported Sale Price a portion of the Common Stock is converted into cash or some other consideration (other than publicly traded securities), the Stock Price will be determined based on the face amount of the cash received or the fair market value of such other consideration received, in each case per share of Common Stock and on a weighted average basis; provided further that if the Stock Price is between two Stock Price amounts in the applicable table or the Effective Date is between two Effective Dates in the applicable table, the Company shall determine the increased Conversion Rate by a straight-line interpolation between the Conversion Rates set forth for the higher and lower Stock Price amounts and the two dates, based on a 365 day year, as applicable. The Stock Prices set forth in the first column of the table set forth on Schedule A or Schedule B will be adjusted on each occasion when the Conversion Rate of the applicable Securities is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate 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 of Common Stock will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.6. (c) At any time prior to the applicable Maturity Date, the Company may irrevocably elect, with respect to any Series of Securities, in its sole discretion, to satisfy the Conversion Obligation for the remaining term of the applicable Series of Securities either (i) in cash for the lesser of 100% of the principal amount of the Securities converted and the Conversion Rate. If (x) Value of the Issuer is not acting as Bid Solicitation AgentSecurities converted, and with any amount by which such Conversion Value exceeds 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 such Securities (the “Remaining Conversion Obligation”) to be satisfied in cash, shares of Common Stock or a combination of Cash and shares of Common Stock, at the preceding sentenceCompany’s option, or if (the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, “Net Share Settlement Election”) or (yii) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided only in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount shares 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“Share Settlement Election”).

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 the conditions described in clause (i) and (ii) below, and 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 in Section 14.01(b), at any time prior to the close of business on the Business scheduled Trading Day immediately preceding November 15March 19, 2025 under 2010 at a rate (the circumstances and during the periods set forth in Section 14.01(b), and (ii“Conversion Rate”) 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 44.7678 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes Note (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”)) under the circumstances and during the periods set forth below. 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 On and after March 19, 2010, regardless 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) clause (i) Prior and (ii) below, and upon compliance with the provisions of this Article 15, a Noteholder 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 at any time prior to the close of business on the Business scheduled Trading Day immediately preceding November 15the Maturity Date. (i) The Notes shall be convertible prior to March 19, 20252010, 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 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 Trustee, pursuant to this subsection (b)(i) clause 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) 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 unless a Noteholder 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 98103% of the product of (a) the then-applicable Conversion Rate of the Notes 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 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 98103% of the product of (a) the then-applicable Conversion Rate of the Notes 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 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, 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 98103% of the product of (a) the then- applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price on such date, the Company shall so notify the Noteholders. (ii) The Notes shall be convertible prior to March 19, 2010 as provided in Section 15.01(b) and Section 15.01(c). (b) In the event that the Company elects to: (i) distribute to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the record date for such distribution, Common Stock at a price less than the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date of such distribution; or (ii) distribute to all or substantially all holders of Common Stock, 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 Directors) exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, then, in each case, the Notes 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 made by the Company not less than 20 Business Days (or, if settlement of conversion shall be governed by Section 15.02(i) following a Stockholder Consent, 35 Business Days) prior to the Ex-Dividend Date for such distribution, until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the date the Company announces that such distribution will not take place, even if the Notes are not otherwise convertible at such time. (c) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a Noteholder may surrender Notes for conversion at any time from and after the thirty-fifth calendar days prior to the anticipated effective date of such transaction until the related Fundamental Change Repurchase Date (or until the thirty-fifth calendar day following the effective date of such transaction or event in the case of a Fundamental Change where pursuant to Section 16.02, the Noteholder does not have the right to require the Company to purchase its Notes upon such Fundamental Change). The Company shall give notice to all record Noteholders and the Trustee at least 40 days prior to the anticipated effective date of the Fundamental Change. (i) If a Noteholder elects to convert Notes at any time from and after the date that is 30 scheduled Trading Days prior to the anticipated effective date of a Make-Whole Fundamental Change until the Fundamental Change Repurchase Date (regardless of whether such conversion is subject to the conditions set forth in clauses (a)(i), (a)(ii), (b), and (c) above, and, if such conversion is subject to such conditions, regardless of which such clause is applicable in connection with such conversion), the Conversion Rate applicable to each $1,000 principal amount of converted Notes shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Settlement of Notes tendered for such dateconversion to which Additional Shares shall be added to the Conversion Rate as provided in this subsection shall be settled pursuant to Section 15.02(d) below. (ii) 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 Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price; provided that if the actual Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the Issuer number of Additional Shares shall so notify be determined by a straight-line interpolation between the Holders 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 $75 per share of Common Stock (subject to adjustment in the same manner as set forth in Section 15.04), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $17.87 per share (subject to adjustment in the same manner as set forth in Section 15.04), 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 exceed 55.9597 per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 15.04). (iii) The Stock Prices set forth in the first row of the Notestable 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 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 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 15.04 (if 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 15December 1, 2025 2020 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 and 2020, 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 102.4249 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 15December 1, 20252020, 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 $1,000,000 500,000 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 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 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 March 15, 2025 2013 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 March 15, 2025 2013 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 29.4122 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 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 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 on such Trading Day, the Company shall 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 rights, options or warrants entitling them, for a period of not more than sixty calendar days from the declaration date of 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 thirty-five 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 the Notes are not otherwise convertible at such time. (iii) In the event of a Fundamental Change, a Noteholder may surrender Notes for conversion at any time from and after the thirty-fifth Business Day prior to the anticipated effective date of such Fundamental Change until the Business Day immediately preceding the Fundamental Change Repurchase Date corresponding to such Fundamental Change. The Company shall give notice of the anticipated effective date of any Fundamental Change as promptly as practicable after the Company first determines the anticipated effective date of such Fundamental Change, but in any event at least thirty-five Business Days prior to such anticipated effective date. (iv) The Notes may be surrendered for conversion in any Fiscal Quarter after the Fiscal Quarter ending September 30, 2008, 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 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 Conversion Agent, on behalf of the Company, shall determine at the beginning of each Fiscal Quarter commencing after September 30, 2008 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Company and 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 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 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 15March 1, 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 15March 1, 2025 2014 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 101.9420 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 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 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 Trustee pursuant to this subsection (b)(i) clause 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) Trustee 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) 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, and the Issuer Company shall have no obligation to make such request (or, if unless a Noteholder 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 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) 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 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 Company does not, when obligated to, instruct the Trustee to determine the Trading Price of the Notes as Bid Solicitation Agentprovided in the preceding sentence, or if the Company gives such instruction to the Trustee, and the Issuer does not instruct the Bid Solicitation Agent Trustee fails to determine make such determination, 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)Conver sion 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 on such Trading Day, the Company shall so notify the holders of the Notes, the Trustee and the Conversion Agent. In either case, the Company shall promptly publish a notice indicating that the Trading Price condition set forth above has been met or, at any time after the Trading Price condition set forth above has been met, that the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock on the relevant Trading Day, as the case may be, in a newspaper of general circulation in The City of New York or publish such information on its website or through such other public medium as the Company may use at that time. (ii) In the event that the Company elects to: (A) distribute to all or substantially all holders of its Common Stock rights, options or warrants entitling them, for a period of not more than sixty calendar days from the declaration date of 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 through the Holders Trustee all holders of the Notes, the Trustee Notes and the Conversion Agent not less than thirty-five 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 the Notes are not otherwise convertible at such time. (iii) In the event of a Fundamental Change, a Noteholder may surrender Notes for conversion at any time from and after the thirty-fifth Business Day prior to the anticipated effective date of such Fundamental Change until the Business Day immediately preceding the Fundamental Change Purchase Date corresponding to such Fundamental Change. The Company shall use commercially reasonable efforts to give notice of the anticipated effective date of any Fundamental Change as promptly as practicable after the Company first determines the anticipated effective date of such Fundamental Change, but in any event at least thirty-five Business Days prior to such anticipated effective date. (iv) The Notes may be surrendered for conversion in any Fiscal Quarter after the Fiscal Quarter ending September 30, 2009, 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 the last Trading Day of the immediately preceding Fiscal Quarter is equal to or more than 120% of the then-applicable Conversion Price on the last day of such preceding Fiscal Quarter (such price, the “Conversion Trigger Price”). The Conversion Agent, on behalf of the Company, shall determine at the beginning of each Fiscal Quarter commencing after September 30, 2009 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Company and 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 2,000 principal amount or an integral multiple thereofof $1,000 thereafter) 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 2030, but only under the circumstances conditions 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 2030 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 of 47.7612 36.0985 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04, 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 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 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of NotesPrice, 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 9897% 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 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 9897% 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 9897% 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, for the purposes of this Section 14.01(b)(i), the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 9897% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. In addition, for purposes of this Section 14.01(b)(i), if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of Notes from an independent nationally recognized securities dealer when determining the Trading Price , then the Trading Price shall be deemed to be less than 97% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. 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 9897% 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). (ii) If 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) at least 30 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. (iii) If at any time a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.01, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets, pursuant to which the Common Stock would be converted into cash, securities or other assets, the 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 the transaction (or, if later, the Business Day after the Company gives notice of such transaction) until 30 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date (or, in each case, if earlier, until the Company’s announcement that such transaction or event will not take place). 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 30 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 30 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. (iv) The Notes may be surrendered for conversion during any fiscal quarter (and only during such fiscal quarter) commencing after June 30, 2011, if the Last Reported Sale Price of the Common Stock is greater than or equal to 130% of the Conversion Price 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 fiscal quarter. The Company, shall determine at the beginning of each fiscal quarter commencing after June 30, 2011 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 (iv). (v) If the Company calls any or all of the Notes for redemption pursuant to Article 16, then Holders may surrender Notes that have been so called for redemption at any time prior to the close of business on the third Scheduled Trading Day immediately preceding the Redemption Date, even if the Notes are not otherwise convertible at such time, after which time the Holder’s right to convert shall expire, unless the Company 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 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 January 15, 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 January 15, 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 16.1092 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 January 15, 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 solicit the Trading Price per $1,000 principal amount of the 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 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) 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 the Notes in accordance with bids solicited by the Bid Solicitation Agent 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 RateRate on such Trading Day. If (x) At such time as the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct Company directs the Bid Solicitation Agent (if other than the Company) in writing to determine solicit bid quotations, the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company shall provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers selected by the Company, and the Company shall direct those security dealers to obtain provide bids and to the Bid Solicitation Agent fails to make such determination, or in accordance with the definition of “Trading Price.” (yB) 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 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 in writing 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 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), at any time prior to the close of business on the Business Day immediately preceding November December 15, 2025 2029 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 December 15, 2025 2029 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 43.6814 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, 20252029, 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 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) 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 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) in writing 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 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 April 15, 2025 2016 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 April 15, 2025 2016 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 31.5075 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04, 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 April 15, 20252016, 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 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent at the request of the Company 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 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 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). (ii) If, prior to the close of business on the Business Day immediately preceding April 15, 2016, 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) at least 35 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 their 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.

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 10.1932 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 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 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 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 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 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 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 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); 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 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) 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 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 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 24th 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 45 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 (and, as a result thereof, convertible on account of the related Notice of Redemption 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 during the related 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 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 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 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 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 14X, 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 thereofof $1,000) of such Note Security into shares of Common Stock at the Conversion Price in effect on the date of conversion: (i1) subject to satisfaction during any Conversion Period, if the Sale Price of the conditions described Common Stock for at least 20 Trading Days in the 30 Trading Day period ending on the first day of such Conversion Period exceeds 120% of the Conversion Price in effect on such 30th Trading Day (in the event that the Conversion Price on such 30th Trading Day is not the same as the Conversion Price in effect for each of such thirty Trading Days, the Conversion Agent shall make such adjustments as it, in its discretion, deems appropriate in determining whether the foregoing condition has been met); (2) if such Security has been called for redemption pursuant to Article III hereof; or (3) as provided in Section 14.01(b)(b) of this Section 10. 1. The Conversion Agent shall, on behalf of the 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 Conversion Agent shall promptly deliver to the Company and the Trustee written notice thereof. Whenever the Securities shall become convertible pursuant to Section 10.1, the Company or, at any time prior the Company's request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 11.2, and the Company shall also publicly announce such information and publish it on the Company's Web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the close Holder receives such notice. (b) In addition, in the event that: (1) (A) the Company distributes to all holders of business its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the Record Date for such distribution) to subscribe for or purchase shares of Common Stock, at a price per share less than the Sale Price of 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 periods Fair Market Value (as determined by the Board of Directors) of such distribution per share of Common Stock exceeds 10% of the Sale Price of a share of Common Stock on the Business Day immediately preceding the date of declaration of such distribution, or (C) a Change of 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 of Control, because of the provisions set forth in Section 14.01(b3.8(a)(2), 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 (iiA) regardless or (B), or within 30 days after the occurrence of the conditions described Change of Control, in Section 14.01(bthe 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 Change of Control Purchase Notice or the date the Company announces that the Change of Control will not take place, in the case of (C). (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 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 February 15, 2025 2024 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 February 15, 2025 and prior to 2024 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 3.2276 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 February 15, 20252024, 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 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 Principal Amount at Maturity 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 (ix) 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 34.2936 shares of Common Stock per $1,000 principal amount Principal Amount at Maturity of Notes (subject to, and in accordance withNotes. Upon conversion of any Notes, the settlement provisions Company shall deliver to the converting Holder Cash, shares of Common Stock or a combination thereof, at the Company’s election, 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” and such consideration being herein called the “Conversion Consideration”). 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 March 31, 2014, 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 Principal Amount at least $1,000,000 principal amount Maturity 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 on such Trading Day 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 10.07(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 closing date of such failure. If transaction; (vii) if a Change in 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 called for redemption are not otherwise convertible at such time; or (ix) at any time on or after August 15, 2043 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 144, each a Holder of a Note shall have the rightSecurity may convert such Security into Common Stock, at such Holder’s optionthe Conversion Price then in effect, to convert all or if any portion of the following conditions is satisfied: (a) during any calendar quarter (the "Quarter") commencing after the Issue Date, 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 Closing Price per share 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 Quarter immediately preceding such Quarter (subject appropriately adjusted to take into account the occurrence, during such 20 Trading Day period, of any event requiring 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 Price under this Indenture) is more than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any 120% 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.Price on such 30th Trading Day; (b) the Security has been called for redemption by the Company pursuant to Section 3.1 and the redemption has not yet occurred; (ic) 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 Trading Day period immediately after any period of five consecutive Trading Day period (the “Measurement Period”) Days 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 in such period was less than 9895% of the product of the Last Reported Sale Closing Price per share of Common Stock on such Trading Day multiplied by the number of shares of Common Stock issuable (assuming satisfaction of conditions to conversion) upon conversion of $1,000 in principal amount of the Securities (the "Trading Price Condition"); provided, that if on the date of any conversion pursuant to the Trading Price Condition, the Closing Price is greater than the effective Conversion Price but less than 120% of the then effective Conversion Price, then such Holder shall receive, in lieu of shares of Common Stock based on the Conversion Rate, shares of Common Stock with a value equal to the principal amount of such Holder's Securities plus accrued but unpaid interest (including Contingent Interest and Liquidated Damages, if any) as of the Conversion Date (a "Principal Value Conversion"). Shares of Common Stock delivered upon a Principal Value Conversion will be valued at the greater of the Effective Conversion Price on the Conversion Date and the applicable Closing Price as of the third day after the Conversion Date. The Company shall deliver such shares of Common Stock no later than the third Business Day following the determination of the applicable Closing Price. The "Effective Conversion Price" is, as of any date of determination, a dollar amount (initially $15.43) derived by dividing $1,000 by the Conversion Rate then in effect (assuming a Conversion Date eight Trading Days prior to the date of determination); (i) an issuance of rights, warrants or options referred to in Section 4.6(b) occurs; or (ii) a distribution referred to in Section 4.6(c) occurs where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors of the Company, which determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the date of declaration of such distribution; or (i) the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction pursuant to which the Common Stock is subject to conversion into shares of stock (other than Common Stock of the Company), other securities or property (including cash) subject to Section 4.12 and (ii) the conversion of such Security occurs at any time from and after the date that is 15 days prior to the date of the anticipated effective time of such transaction until and including the date that is 15 days after the actual effective date of such transaction; provided, however, that if such conversion occurs after the effective date of such transaction, the Holder will receive on conversion the consideration determined in accordance with Section 4.12. In the case of the foregoing clause (c), the Trustee (or other Conversion Rate on each such Trading Day. The Trading Prices shall be determined Agent appointed 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 a 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 principal amount of Notes provide the Issuer a Holder provides it with reasonable evidence that the Trading Price per $1,000 principal amount of Notes such series of Securities would be less than 9895% of the product of the Last Reported Sale Closing Price per share of Common Stock on such Trading Date multiplied by the number of shares of Common Stock issuable (assuming satisfaction of conditions to conversion) upon conversion of $1,000 in principal amount of the Securities. If such evidence is provided, the Company shall instruct the Trustee (or other Conversion Agent) to determine the Trading 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 Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes such Securities is greater than or equal to 9895% of the product of the Last Reported Sale Closing Price per share of Common Stock on such Trading Date multiplied by the number of shares of Common Stock issuable (assuming satisfaction of conditions to conversion) upon conversion of $1,000 in principal amount of the Common Securities; provided that the Trustee shall be under no duty or obligation to make the calculations described in the foregoing clause (c) or to determine whether the Securities are convertible pursuant to such section. The Company shall make the calculations described in the foregoing clause (c), using the Trading Price provided by the Trustee or a member of the New York Stock Exchange. The Trustee shall be entitled at its sole discretion to consult with the Company and to request the Conversion Rate. If assistance of and rely upon the Company in connection with the Trustee's duties and obligations pursuant to the foregoing clause (xc) (including without limitation the Issuer is not acting as Bid Solicitation Agentcalculation or determination of the Trading Price), and the Issuer does not instruct Company agrees, if requested by the Bid Solicitation Agent Trustee, to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentencecooperate with, 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 caseprovide assistance to, the Trading Price per $1,000 principal amount of Notes Trustee in carrying out its duties under the foregoing clause (c); provided, however, that nothing herein shall be deemed construed to relieve the Trustee of its duties pursuant to the foregoing clause (c). In the case of the foregoing clauses (d)(i) and (ii), the Company shall cause a notice of such issuance or distribution 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, filed with the Trustee and the Conversion Agent (if other than and to be mailed to each Holder of Securities at its address appearing on the Trustee)list provided for in Section 2.5, at least 20 days prior to the Ex-Dividend Date for such issuance or distribution. IfOnce the Company has given such notice, Holders may surrender their Securities for conversion at any time after thereafter until the Trading Price condition set forth above has been met, earlier of the Trading Price per $1,000 close of business on the Business Day prior to the Ex-Dividend Date or the Company's announcement that such issuance or distribution will not take place. This provision shall not apply if the Holder of a Security is otherwise entitled to participate in the distribution without conversion. The "Ex-Dividend Date" for any such issuance or distribution means the date immediately prior to the commencement of "ex-dividend" trading for such issuance or distribution on The New York Stock Exchange or such other national securities exchange or The Nasdaq Stock Market or similar system of automated dissemination of quotations of securities prices on which the Common Stock is then listed or quoted. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of Notes the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is greater than or set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 4. A Holder may convert a portion of a Security equal to 98% $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. If a Security is called for redemption pursuant to Article 3, the product right to convert such Security shall terminate at the close of business on the Last Reported Sale Price third Business Day before the redemption date for such Security (unless the Company shall default in making the redemption payment then due, in which case the conversion right shall terminate on the date such Default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or a Change in Control Repurchase Notice pursuant to Section 3.11 exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such Repurchase Notice or Change in Control Repurchase Notice, as the case may be, is withdrawn by a written notice of withdrawal delivered to the Paying Agent prior to the close of business on the Repurchase Date or prior to the close of business on the Change in Control Repurchase Date, as the case may be, in accordance with Section 3.11. A Holder of Securities is not entitled to any rights of a holder of Common Stock and until such Holder has converted its Securities into Common Stock and, upon such conversion, only to the Conversion Rate for extent such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Securities are deemed to have been converted into Common Stock pursuant to this Article 4.

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 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 $US$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 second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 216.9668 ADSs (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither ; provided that if 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 Company calls 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 of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior redemption pursuant to the close of business on the Business Day immediately preceding November 15, 2025Article 16, a Holder may surrender all or any portion of its Notes for conversion at any time during prior to the five close of business on the second Business Day period immediately preceding the Redemption Date, unless the Company defaults in the payment of the Tax Redemption Price, in which case a Holder of Notes may convert its Notes until the Tax Redemption Price has been paid or duly provided for. (b) If the Company’s ADSs continue to be listed and quoted on any of the Nasdaq Global Select Market, the Nasdaq Global Market or the New York Stock Exchange (or any of their respective successors) and the Company’s Ordinary Shares have been accepted for listing on ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, then, after any five consecutive Trading Day period the date of such acceptance for listing (the “Measurement PeriodNew Listing Reference Date”) 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 the Company may elect, in its sole discretion, to amend the Indenture no later than three calendar months after the New Listing Reference Date to provide the Holders the right to elect to receive Ordinary Shares in lieu of any ADSs deliverable upon conversion (provided that the Measurement Period was less than 98% number of Ordinary Shares the product holder is entitled to receive will be equal to the number of ADSs deliverable upon conversion (without taking into account any fractional ADS) multiplied by the Last Reported Sale Price number of Ordinary Shares represented by one ADS immediately after the Common Stock and close of business on the relevant Conversion Rate on each Date), including such Trading Dayother provisions that the Company’s Board of Directors (or an authorized committee thereof) determines in good faith are appropriate to give effect to the election by the Holders described above. 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 Company will notify 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)) in writing as promptly as reasonably practicable following the date of such amendment. IfIf the Company does not elect to make such amendment to the Indenture within three calendar months of the New Listing Reference Date, at with respect to any time after conversion of the Trading Price condition set forth above has been metNotes following three calendar months of the New Listing Reference Date, the Trading Price per $1,000 principal amount of Notes is greater than or equal Company shall reimburse a Holder any fees it pays to 98% of the product of ADS Depositary in connection with the Last Reported Sale Price of Holder’ election to withdraw the Common Stock and Ordinary Shares underlying the Conversion Rate for ADSs received by the Holder immediately following such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)conversion.

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 December 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 December 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 0.4394 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 December 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 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 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 (ix) 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 103.8907 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, shares of Common Stock or a combination thereof, at the Company’s election, 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” and such consideration being herein called the “Conversion Consideration”). 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 May 31, 2012, 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 on such Trading Day 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 10.07(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 closing 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 February 1, 2032 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 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. Article 12 of the Original Indenture shall not apply to the Notes. (a) Subject to and upon compliance with the provisions of this Article 14VIII, each Holder of a Note the Notes shall have the right, at such Holder’s option, to irrevocably 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(b8.01(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(b8.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b8.01(b), on or after November 15December 1, 2025 and prior to 2018 until the close of business on the second Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 94.3396 shares of Common Stock (subject to adjustment as provided in this Article 14Section 8.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to 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 15December 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 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 a Holder of at least $1,000,000 principal amount of the Notes in accordance with this subsection (b)(i)) and the definition of “Trading Price” in Section 1.02, 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. Day (the “Trading Price Condition”). (A) The Trading Prices Price shall be determined by the Company based on bids, if any, received 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 IssuerB) 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 or whether the Trading Price Condition has been met. The Bid Solicitation Agent shall have no obligation to solicit bids from nationally recognized securities dealers the Company selects unless the Issuer Company has requested such determinationsolicitation in writing providing the name and contact information for the nationally recognized securities dealers the Company has chosen and the determination dates for which such market bid quotations are to be solicited, 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 or determine the Trading Price per $1,000 principal amount unless a Holder of Notes) unless Holders of at least $1,000,000 principal amount of the 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 to solicit bids pursuant to this subsection (if other than b)(i) and the Issuer) to determinedefinition of Trading Price, or if and based upon such bids the Issuer 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 and the Conversion Rate. . (C) If (x) the Issuer Company does not, when it is not acting as Bid Solicitation Agentrequired to, and the Issuer does not instruct the Bid Solicitation Agent to determine solicit bids as described above, (y) 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 solicit bids and the Bid Solicitation Agent fails to make obtain such determination, bids or (yz) the Issuer is acting as Bid Solicitation Agent obtains such bids and the Issuer Company fails to make determine the Trading Price based upon such determination when obligated as provided in the preceding sentencebids, then, in either each 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. . (D) If the Trading Price condition set forth above Condition has been metmet on any Trading Day, the Issuer Company shall so notify provide notice thereof to the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing on such Trading Day, subject to Section 13.02 of the Original Indenture. 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 promptly provide notice thereof to the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing, subject to Section 13.02 of the Original Indenture.

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 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 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 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 based on an initial conversion rate of 47.7612 29.2039 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, 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 of Notes a Holder 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 solicit secondary market bid quotations, in accordance with the definition of Trading Price, in respect of the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationsolicitation in writing and provided to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide secondary market bid quotations, 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 one or more Holders in the aggregate 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 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 determineso solicit secondary market bid quotations in respect of (and provide such names and contact information) and shall direct securities dealers to provide bids to the Bid Solicitation Agent, 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 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 obtain bids as provided in the preceding sentencesentence and provide to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide such secondary market bid quotations, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and provides the names and contact information to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make carry out such determinationinstruction, 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 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 Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify in writing the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee). Neither the Trustee nor any Bid Solicitation Agent (other than the Company) 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 further provisions of this Article 14IV, each a Holder of a Note shall have Security may convert the right, at principal amount of such Holder’s option, to convert all Security (or any portion (if the portion thereof equal to be converted is $1,000 principal amount or an any integral multiple of $1,000 in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), into Cash and Class B Common Stock at any time prior to 5:00 p.m. (New York City time) on January 30, 2013, at the close Conversion Price then in effect, if, during any calendar quarter (the “Quarter”) (and only during such Quarter) commencing after the date hereof, the Closing Sale Price of business the Class B Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the Quarter preceding the Quarter in which the conversion occurs is more than 130% of the Conversion Price of the Securities in effect on that last Trading Day (the “Closing Sale Price Condition”), subject to the exceptions provided in Section 4.01(b). Provisions of the Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Security in respect of which a Holder has delivered a Fundamental Change Purchase Notice pursuant to Section 3.01(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Fundamental Change Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to 5:00 p.m. (New York City time) on the second Scheduled Trading Day immediately preceding the Fundamental Change Purchase Date in accordance with Section 3.02. A Holder of Securities is not entitled to any rights of a holder of Class B Common Stock until such Holder has converted its Securities to Class B Common Stock and only to the extent such Securities are deemed to have been converted into Class B Common Stock pursuant to this Article IV. (b) Even if the Closing Sale Price Condition is not satisfied, (i) if the Trading Price for the Securities on each Trading Day during any five consecutive Trading Day period was, as determined following a request in accordance with the procedures described in Section 4.01(d), less than 95% of the Closing Sale Price of Class B Common Stock on such date multiplied by the then current Conversion Rate, a Holder may surrender Securities for conversion at any time during the following 10 Trading Days, provided, for the avoidance of doubt, that the five dates of determination within any five consecutive Trading Day period referred to above shall not include (i) any day on which there is a Market Disruption Event or (ii) any day on which the New York Stock Exchange or, if the Class B Common Stock is not listed on the New York Stock Exchange, the principal other U.S. national or regional securities exchange on which the Class B Common Stock is then listed is not open for trading. (ii) in the event that the Company declares (A) a dividend or distribution of any rights or warrants to all or substantially all holders of Class B Common Stock entitling them, for a period of not more than 60 days, to subscribe for or purchase shares of Class B Common Stock at a price per share less than the Current Market Price per share on the date of declaration of such dividend or distribution, or (B) a dividend or distribution of Cash, debt securities (or other evidences of Indebtedness) or other assets (excluding dividends or distributions for which a Conversion Price adjustment is required to be made under Section 4.06(a) (i) or (ii) or 4.06(b)) to all or substantially all holders of Class B Common Stock where the fair market value of such dividend or distribution per share of Class B Common Stock, as determined in good faith by the Board of Directors, together with all other such dividends and distributions within the preceding twelve months, exceeds 10% of the Current Market Price of the Class B Common Stock as of the Trading Day immediately prior to the date of declaration for such dividend or distribution, then the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the “ex” date for such dividend or distribution, until the earlier of 5:00 p.m. (New York City time) on the Business Day immediately preceding November 15prior to the “ex” date or until the Company announces that such distribution will not take place; (iii) the Securities may be surrendered for conversion at any time from or after the date which is 40 days prior to the anticipated effective time of any Fundamental Change as announced by the Company, 2025 under which announcement must occur, to the circumstances extent practicable, not earlier than 70 days nor later than 40 days prior to such anticipated effective time, until 5:00 p.m. (New York City time) on the second Scheduled Trading Day prior to the thirtieth Business Day after the effective date of such Fundamental Change (or the date on which the Company announces that such Fundamental Change will not take place); (iv) if the Company consolidates with or merges with or into another Person or is a party to a binding share exchange or conveys, transfers, sells, leases or otherwise disposes of all or substantially all of its properties and during assets in each case pursuant to which the periods set forth in Class B Common Stock would be converted into Cash, securities and/or other property, the Securities may be surrendered for conversion at any time from or after the date which is 40 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 15 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 14.01(b4.01(b)(iii) shall instead apply) (any such transaction to which this Section 4.01(b)(iv) applies, a “Transforming Transaction”); the Company shall notify Holders of Securities at least 40 days prior to the anticipated effective date of such Transforming Transaction and, simultaneously with providing such notice, the Company shall also publicly announce such anticipated effective date and make the information available on its website; the Board of Directors shall determine the anticipated effective date of such Transforming Transaction, and such determination shall be conclusive and binding on the Holders; and (iiv) regardless of the conditions described in Section 14.01(b)at any time after January 30, on or after November 15, 2025 2013 and prior to the close of business 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, in each case, at an initial the Securities may be surrendered 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 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 regardless of whether any of the foregoing conditions described in Section 14.01(b) have 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. (bc) If a Holder converts Securities pursuant to Section 4.01(b)(iii) or 4.01(b)(iv), such Holder shall receive for each Trading Day during the Conversion Period: (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 if such Securities are surrendered for conversion at any time during beginning 30 Trading Days before the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) date of payment of consideration in which the Trading Price per $1,000 principal amount of Notesconnection with a Change in Control or a Transforming Change, as determined following applicable, that results under the terms of the Indenture in the Securities becoming convertible into Reference Property, Cash and, with respect to the Daily Net Share Settlement Value (if any), the Reference Property, subject to the Company’s right to deliver Cash in lieu of all or a request by Holders portion of at least $1,000,000 principal amount of Notes such Reference Property in accordance with this subsection Section 4.05(c); or (b)(i)ii) in all other events, for Cash or a combination of Cash and Class B Common Stock, in the same manner as described in Section 4.05; in each Trading Day case, taking into account any Additional Shares deliverable as a result of any Qualifying Fundamental Change pursuant to Section 4.02. (d) Upon request, the Conversion Agent, on behalf of the Measurement Period was less than 98% of Company, will determine whether 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 Securities are convertible pursuant to the definition first paragraph of Trading PriceSection 4.01(a) and clause (i) of Section 4.01(b), along with appropriate contact information for eachand, if so, will notify the Trustee and shall direct such securities dealers to provide bids to the Bid Solicitation Company in writing; provided, however, that the Conversion 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 the Issuer Company has requested such determinationdetermination in writing, and the Issuer Company shall have no obligation to make such request (orunless the Trustee, if acting at the Issuer is acting as Bid Solicitation Agentrequest of one or more Holders holding, in the Issuer shall have no obligation to determine the Trading Price per aggregate, at least $1,000 5,000,000 in principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide Securities, provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes the Securities on any Trading Day would be less than 9895% of the product of the Last Reported then current Conversion Rate multiplied by the Closing Sale Price of the Class B Common Stock and on that date. At such time, the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Conversion 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 such Trading Day and on each successive Trading Day until the for four consecutive 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)Days.

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 15February 1, 2025 2032, and other than during the period from, and including, February 1, 2017 to the close of business on the Business Day immediately preceding May 5, 2017, under the circumstances and only during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), during the period from, and including, February 1, 2017 to the close of business on the Business Day immediately preceding May 5, 2017, and on or after November 15February 1, 2025 2032 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 19.7750 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 (subject to any prior redemption or repurchase) immediately preceding November 15February 1, 20252032, 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 two 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 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 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.

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 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 At any time prior to March 15, 2014, subject to the conditions described below, and 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 into cash and fully paid shares of Common Stock, if any, based on a rate (ithe “Conversion Rate”) of [ ] shares of Common Stock (subject to satisfaction adjustment as provided in this Indenture) per $1,000 principal amount Note (the “Conversion Obligation”) under the circumstances set forth below. In addition, on or after March 15, 2014, a Noteholder 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 the conditions described in Section 14.01(b)such Note, at any time prior to the close of business on the Business Scheduled Trading Day immediately preceding November 15the maturity date, 2025 under the circumstances into cash and during the periods set forth in Section 14.01(b)fully paid shares of Common Stock, and (ii) if any, 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 proceduresbelow. (b) (i) Prior to March 15, 2014, the close Notes shall be convertible during any fiscal quarter of business the Company (a “Fiscal Quarter”)(and only during such Fiscal Quarter) after the quarter ending June 30, 2007, if the Closing Sale Price of the Common Stock for each of at least 20 Trading Days in the 30 consecutive Trading Day period ending on the Business last Trading Day of the immediately preceding November Fiscal Quarter was greater than or equal to 130% of the Conversion Price in effect on such 30th Trading Day. (ii) Prior to March 15, 20252014, 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 of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 9896% 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 pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental IndentureTrustee, as provided below. 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 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 9896% 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 9896% of the product of (a) the Last Reported then-applicable Conversion Rate of the Notes and (b) the Closing Sale Price on such date. (iii) The Notes shall be convertible as provided in Section 15.01(b), Section 15.01(c), and Section 15.01(d). (b) In the event that the Company elects to: (i) distribute to all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the record date for such distribution, Common Stock at a price less than the 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 for the Trading Price Day immediately preceding the announcement of such distribution; or (ii) distribute to all holders of Common Stock, assets or debt securities of the Company or rights to purchase the Company’s securities, which distribution has a per $1,000 principal amount share value (as determined by the Board 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 (yDirectors) 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 98exceeding 5% of the product of the Last Reported Closing Sale Price of the Common Stock and on the Conversion Rate on each Trading Day immediately preceding the date of declaration of such failure. If the Trading Price condition set forth above has been metdistribution, then, in each case, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, Notes may be surrendered for conversion at any time on and after the Trading Price condition set forth above has been metdate that the Company gives notice to the holders of such right, which shall be not less than 20 days prior to the Ex-Dividend Date for such distribution, until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the date the Company announces that such distribution will not take place. Notwithstanding the foregoing, the Trading Price per $1,000 principal amount of Notes will not be convertible pursuant to clauses (i) or (ii) above if the Company provides that Noteholders shall participate in such distribution without conversion. (c) In the event that the Company is greater than a party to a transaction or equal event (including, without limitation, any consolidation, merger or binding share exchange) pursuant to 98% of the product of the Last Reported Sale Price which all shares of the Common Stock would be converted into or exchanged for cash, securities or other property, a Noteholder may surrender Notes for conversion at any time from and after the date that is 20 days prior to the anticipated effective date of the transaction until 20 days after the actual effective date of such transaction (or, if such transaction or event also constitutes a Fundamental Change, until the Fundamental Change Repurchase Date), unless such transaction constitutes a Make-Whole Change of Control (in which case the Notes will instead be convertible in accordance with Section 15.01(d) below). The Company shall notify Noteholders and the Trustee (whether or not such transaction also constitutes a Make-Whole Change of Control) at the same time the Company publicly announces such transaction (but in no event less than 20 days prior to the effective date of such transaction). Following the effective date of such transaction, the right to convert the Notes at the Conversion Rate for such Rate, and the settlement thereof, shall be modified as set forth under Section 15.06. (d) (i) In the event that a Make-Whole Change of Control occurs on or prior to the maturity date, a Noteholder may surrender Notes for conversion at any time from and after the Issuer date that is 25 Scheduled Trading Days before the anticipated effective date of such Make-Whole Change of Control until the Fundamental Change Repurchase Date. The Company shall so notify give notice to all record Noteholders and the Holders Trustee at least 25 Scheduled Trading Days prior to the anticipated effective date of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Make-Whole Change of Control.

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 15February 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 15February 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 66.6667 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 15February 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 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 $1,000 100,000 principal amount or an integral multiple thereofof $100,000 in excess thereof (or such lesser amount held by such Holder)) of such Note (i) subject to satisfaction of the one or more 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 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 at any time during the period from, and including, February 15, 2025 and prior 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 1.9614 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) (i) Prior to the close of business on the Business Day immediately preceding November February 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 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 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 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 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 Ordinary Shares 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 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 on or within one Business Day of such determination. 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 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 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 15February 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 15February 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 15.2172 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 15February 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. (ii) If, prior to the close of business on the Business Day immediately preceding February 1, 2020, 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) 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.

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 (ix) 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 100.1803 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, shares of Common Stock or a combination thereof, at the Company’s election, 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” and such consideration being herein called the “Conversion Consideration”). 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 May 31, 2012, 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 on such Trading Day 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 10.07(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 closing 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 February 1, 2032 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 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 August 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b)2019, and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November during the period from, and including, August 15, 2025 and prior 2019 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 32.3939 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 In addition, upon the Trustee nor effective time of the Tornier Merger Transaction, the Conversion Agent Rate shall be equal to the product of (if other than A) the TrusteeConversion Rate in effect immediately prior to such effective time multiplied by (B) shall have any duty to determine or verify the Issuer’s determination sum of whether any (x) the quotient of the conditions described amount of cash that a holder of one share of Common Stock shall be entitled to receive in the Tornier Merger Transaction, if any, divided by the average of the Daily VWAPs for each of the 10 consecutive Trading Days immediately preceding the effective time of the Tornier Merger Transaction and (y) the number of Tornier Ordinary Shares that a holder of one share of Common Stock shall be entitled to receive in the Tornier Merger Transaction (subject to other adjustments to the Conversion Rate as provided in this Article 14). For the avoidance of doubt, for purposes of this Section 14.01(b) have been satisfied. If the Notes are held by a Depositary14.01(a), the Issuer cash and the number of Tornier Ordinary Shares that a holder of one share of Common Stock shall reasonably cooperate with the Conversion Agent be entitled to receive in the preparation Tornier Merger Transaction will be determined without giving effect to any rounding down to the nearest Tornier Ordinary Share and excluding any cash paid for fractional Tornier Ordinary Shares as a result of forms for conversion required by the Depositary’s applicable proceduresany such rounding. The Notes shall not be convertible into shares of Common Stock or any other securities under any circumstances. (b) (i) Prior to the close of business on the Business Day immediately preceding November August 15, 20252019, a Holder may surrender all or any portion of its Notes for conversion at any time solely into cash 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 Company has requested it in writing to make 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) 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 in accordance with the provisions of the definition of Trading Price set forth in this Indenture 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 on any date of determination (xi) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes from an independent nationally recognized securities dealer on any determination date, (ii) the Company has failed to request the Bid Solicitation Agent to obtain bids when required, (iii) the Company requested the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent has failed to obtain such bids or (iv) the Bid Solicitation Agent has obtained one or more such bids but the Company has failed to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in for 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 sentencerelevant day, then, in either any such case, the Trading Price per $1,000 principal amount of Notes on such determination 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 for the Notes on each Trading Day of such failuredate. 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 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 15February 1, 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 15February 1, 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 18.8796 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 15February 1, 20252027, 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 consecutive Business Day period immediately after any five consecutive Trading Day period (such 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 the Bid Solicitation Agent pursuant to this subsection . (b)(iA) 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 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 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 (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 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 portion (if the portion to be converted is $1,000 principal amount or in an integral multiple thereof) Authorized Denomination 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 2023 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 2023, 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 13.8672 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 Notwithstanding the Trustee nor foregoing, under no circumstances may the Conversion Agent (if other Price be less than the Trustee) shall have any duty to determine or verify the Issuer’s determination par value per share 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 proceduresCommon Stock. (b) (i) Prior to the close of business on the Business Day immediately preceding November March 15, 20252023, a Holder may surrender all or any portion of its Notes in an Authorized Denomination 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)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price per share 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 per share 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 share 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 per share 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 per share 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, 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 2017 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 2017 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 33.9945 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 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 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 Trustee pursuant to this subsection (b)(i) clause 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) Trustee 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) 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, and the Issuer Company shall have no obligation to make such request (or, if unless a Noteholder 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 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) 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 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 Company does not, when obligated to, instruct the Trustee to determine the Trading Price of the Notes as Bid Solicitation Agentprovided in the preceding sentence, or if the Company gives such instruction to the Trustee, and the Issuer does not instruct the Bid Solicitation Agent Trustee fails to determine make such determination, 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 on such Trading Day, the Company shall so notify the holders of the Notes, the Trustee and the Conversion Agent. In either case, the Company shall promptly publish a notice indicating that the Trading Price condition set forth above has been met or, at any time after the Trading Price condition set forth above has been met, that the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock on the relevant Trading Day, as the case may be, in a newspaper of general circulation in The City of New York or publish such information on its website or through such other public medium as the Company may use at that time. (ii) In the event that the Company elects to: (A) distribute to all or substantially all holders of its Common Stock rights, options or warrants entitling them, for a period of not more than sixty calendar days from the declaration date of such distribution, to subscribe for or purchase its Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on 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 twenty 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 the Notes are not otherwise convertible at such time. (iii) In the event of either a Fundamental Change or a Make-Whole Fundamental Change, regardless of whether a Noteholder has the right to require the Company to repurchase the Notes pursuant to Section 16.04, a Noteholder may surrender Notes for conversion at any time from and after the twentieth Business Day prior to the anticipated effective date of such Fundamental Change or Make-Whole Fundamental Change, as the case may be, until the 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 also constitute a Fundamental Change, until, and including, the thirtieth Business Day after the effective date of such Make-Whole Fundamental Change. The Company shall give notice of the anticipated effective date of any Fundamental Change as promptly as practicable after the Company first determines the anticipated effective date of such Fundamental Change, and this notice must occur, to the extent practicable, at least twenty Business Days prior to such anticipated effective date and the Company shall give notice of the anticipated effective date of any Make-Whole Fundamental Change as set forth in Section 15.03(b). (iv) The Notes may be surrendered for conversion in any Fiscal Quarter after the Fiscal Quarter ending August 31, 2008, 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 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 Conversion Agent, on behalf of the Company, shall determine at the beginning of each Fiscal Quarter commencing after August 31, 2008 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Company and the Trustee). (v) In the event that the Company calls the Notes for redemption pursuant to Article 3, the Notes may be surrendered for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, whether or not the Notes are otherwise convertible at such time.

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 15April 2, 2025 2013 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 15April 2, 2025 2013 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 12.7392 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 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 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 based on an initial conversion rate of 47.7612 9.1098 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 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 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 solicit secondary market bid quotations, in accordance with the definition of Trading Price, in respect of the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationsolicitation in writing and provided to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide secondary market bid quotations, 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 one or more Holders in the aggregate 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 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 determineso solicit secondary market bid quotations in respect of (and provide such names and contact information), 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 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 obtain bids as provided in the preceding sentencesentence and provide to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide such secondary market bid quotations, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and provides the names and contact information to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make carry out such determinationinstruction, 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 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 Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify in writing the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee). Neither the Trustee nor any Bid Solicitation Agent (other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof.